0001654954-19-002784.txt : 20190315 0001654954-19-002784.hdr.sgml : 20190315 20190315060812 ACCESSION NUMBER: 0001654954-19-002784 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 82 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190315 DATE AS OF CHANGE: 20190315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teucrium Commodity Trust CENTRAL INDEX KEY: 0001471824 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34765 FILM NUMBER: 19682807 BUSINESS ADDRESS: STREET 1: THREE MAIN STREET STREET 2: SUITE 215 CITY: BURLINGTON STATE: VT ZIP: 05401 BUSINESS PHONE: 802-540-0019 MAIL ADDRESS: STREET 1: THREE MAIN STREET STREET 2: SUITE 215 CITY: BURLINGTON STATE: VT ZIP: 05401 10-K 1 tct10K2018.htm PRIMARY DOCUMENT Blueprint
 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
 
FORM 10-K
  
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2018
  
OR
  
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from           to            
  
Commission File Number: 001-34765
  
Teucrium Commodity Trust 
 (Exact name of registrant as specified in its charter)
 
Delaware
 
61-1604335
(State or other jurisdiction of 
incorporation or organization)
 
(I.R.S. Employer 
Identification No.) 
  
Three Main Street, Suite 215
Burlington, VT 05401
(Address of principal executive offices) (Zip code)
  
(802) 540-0019
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
 Title of each Fund
 Name of each exchange on which registered
 
 
Shares of Teucrium Corn Fund
NYSE Arca, Inc.
 
 
Shares of Teucrium Sugar Fund
NYSE Arca, Inc.
 
 
Shares of Teucrium Soybean Fund
NYSE Arca, Inc.
 
 
Shares of Teucrium Wheat Fund
NYSE Arca, Inc.
 
 
Shares of Teucrium Agricultural Fund
NYSE Arca, Inc.
 
 Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
☐ Yes     ☒  No
  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
☐ Yes     ☒  No
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
☒  Yes     ☐ No
  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
☒  Yes     ☐ No
  
Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
  
 
Large accelerated filer ☐
 
Accelerated filer  ☒
 
Non-accelerated filer   ☐
 
Smaller reporting company
 
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
  
☐ Yes     ☒  No
 
The aggregate market value of the units of each series of the registrant held by non-affiliates as of June 30, 2018 are included in the table below:
 
 
 Aggregate Market Value of Each Funds’ Shares Held 
Total Number of Outstanding
 
 by Non-Affiliates as of June 30, 2018
 Shares as of March 12, 2019
 
   
 
Teucrium Corn Fund
 $73,158,066
3,600,004
 
    
 
Teucrium Sugar Fund
    14,781,030
1,400,004
 
    
 
Teucrium Soybean Fund
    17,052,065
1,475,004
 
    
 
Teucrium Wheat Fund
    66,671,026
10,225,004
 
    
 
Teucrium Agricultural Fund
 $1,591,542
75,002
 
    
 
Total
 $173,253,729
 
 
 
Statement Regarding Forward-Looking Statements
 
This filing includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,”“estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this filing that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, operations of the Funds, the Sponsor’s plans and references to the future success of a Fund or the Funds and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this annual report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this filing are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the operations of the Funds or the value of the Shares of the Funds.
 
 
 
Table of Contents
 
Part I
 
 
 
 
1
 
29
 
42
 
42
 
42
 
42
 
 
 
 
PART II
 
 
 
 
42
 
49
 
50
 
69
 
72
 
72
 
72
 
73
 
 
 
 
PART III
 
 
 
 
73
 
73
 
74
 
75
 
75
 
 
 
 
PART IV
 
 
 
 
75
 
 
PART I 
 
Item 1. Business
 
The Trust and the Funds
 
Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All of the series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund.  The Trust and the Funds operate pursuant to the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).  
 
The Sponsor 
 
Teucrium Trading, LLC is the sponsor of the Trust and each of the series of the Trust. The Sponsor is a Delaware limited liability company, formed on July 28, 2009. The principal office is located at Three Main Street, Suite 215, Burlington, Vermont 05401. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and became a member of the National Futures Association (“NFA”) on November 10, 2009. Teucrium Trading, LLC registered as a Commodity Trading Advisor (“CTA”) with the NFA effective September 8, 2017. The Trust and the Funds operate pursuant to the Trust Agreement.
 
Under the Trust Agreement, the Sponsor is solely responsible for the management, and conducts or directs the conduct of the business of the Trust, the Funds, and any other Fund that may from time to time be established and designated by the Sponsor. The Sponsor is required to oversee the purchase and sale of Shares by firms designated as “Authorized Purchasers” and to manage the Funds’ investments, including to evaluate the credit risk of futures commission merchants and swap counter-parties and to review daily positions and margin/collateral requirements. The Sponsor has the power to enter into agreements as may be necessary or appropriate for the offer and sale of the Funds’ Shares and the conduct of the Trust’s activities. Accordingly, the Sponsor is responsible for selecting the Trustee, Administrator, Distributor, the independent registered public accounting firm of the Trust, and any legal counsel employed by the Trust. The Sponsor is also responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and providing any required certification for such reports. No person other than the Sponsor and its principals was involved in the organization of the Trust or the Funds.
 
Teucrium Trading, LLC designs the Funds to offer liquidity, transparency, and capacity in single-commodity investing for a variety of investors, including institutions and individuals, in an exchange-traded product format. The Funds have also been designed to mitigate the impacts of contango and backwardation, situations that can occur in the course of commodity trading which can affect the potential returns to investors. Backwardation is defined as a market condition in which a futures price of a commodity is lower in the distant delivery months than in the near delivery months, while contango, the opposite of backwardation, is defined as a condition in which distant delivery prices for futures exceed spot prices, often due to the costs of storing and insuring the underlying commodity.
 
The Sponsor has a patent on certain business methods and procedures used with respect to the Funds.
 
The Funds
  
On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.
 
On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 30, 2018. The current registration statement for WEAT was declared effective on July 15, 2016. This registration statement for WEAT registered an additional 24,050,000 shares.
 
On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012. The current registration statement for TAGS was declared effective by the SEC on April 30, 2018.
 
 
Investing Strategy
 
Overview
  
The Funds are designed and managed so that the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for specific futures contracts on designated commodities or the closing Net Asset Value per share of the Underlying Funds (as defined below) in the case of TAGS. Each Fund pursues its investment objective by investing in a portfolio of exchange-traded futures contracts (each, a “Futures Contract”) that expire in a specific month and trade on a specific exchange in the designated commodity comprising the Benchmark as defined below, or shares of the Underlying Funds in the case of TAGS. Each Fund has the ability to hold United States Treasury Obligations and/or other high credit quality short-term fixed income securities for deposit with the commodity broker of the Funds as margin and/or on deposit with the custodian or other financial institutions.
 
The investment objective of CORN is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
 
CORN Benchmark
 
CBOT Corn Futures Contract
Weighting
Second to expire
35%
Third to expire
30%
December following the third to expire
35%
 
The investment objective of SOYB is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybeans Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
 
SOYB Benchmark
 
              CBOT Soybeans Futures Contract
Weighting
Second to expire (excluding August & September)
35%
Third to expire (excluding August & September)
30%
Expiring in the November following the expiration of the third-to-expire contract
35%
 
 
The investment objective of CANE is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for No. 11 sugar (“Sugar Futures Contracts”) that are traded on the ICE Futures US (“ICE”):
 
CANE Benchmark
 
ICE Sugar Futures Contract
Weighting
Second to expire
35%
Third to expire
30%
Expiring in the March following the expiration of the third-to-expire contract
35%
 
 
The investment objective of WEAT is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
 
WEAT Benchmark
 
               CBOT Wheat Futures Contract
Weighting
Second to expire
35%
Third to expire
30%
December following the third-to-expire
35%
 
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:
 
 
TAGS Benchmark
 
Underlying Fund
Weighting
CORN
25%
SOYB
25%
CANE
25%
WEAT
25%
 
This weighted average of the referenced specific Futures Contracts for each Fund is referred to herein as the “Benchmark,” and the specific Futures Contracts that at any given time make up the Benchmark for that Fund and are referred to herein as the “Benchmark Component Futures Contracts.”
  
Each Fund seeks to achieve its investment objective by investing under normal market conditions in Benchmark Component Futures Contracts (“Futures Contracts”) of the Fund or, in certain circumstances, in other Futures Contracts for its Specified Commodity. In addition, and to a limited extent, a Fund also may invest in exchange-traded options on Futures Contracts for its Specified Commodity. Once position limits or accountability levels on Futures Contracts on a Fund’s Specified Commodity are applicable, each Fund’s intention is to invest first in contracts and instruments such as cash-settled options on Futures Contracts and forward contracts, swaps and other over-the-counter transactions that are based on the price of its Specified Commodity or Futures Contracts on its Specified Commodity (collectively, “Other Commodity Interests,” and together with Futures Contracts, “Commodity Interests”). By utilizing certain or all of these investments, the Sponsor will endeavor to cause each Fund’s performance to closely track that of its Benchmark.
 
The Sponsor operates the Funds with the intent to never hold a Benchmark Component Futures Contract once it becomes the next-to-expire contract (commonly called the “spot” contract). Accordingly, the positions of each Fund in its Specified Commodity Interests are changed or “rolled” on a regular basis in order to track the changing nature of the Benchmark. Using CORN as an example, five times a year (on the dates on which certain Corn Futures Contracts expire), a particular Corn Futures Contract will no longer be a Benchmark Component Futures Contract, and the Corn Fund’s investments will have to be changed accordingly. Corn Futures Contracts traded on the CBOT expire on a specified day in the following five months: March, May, July, September, and December. Therefore, in terms of the Benchmark, in June of a given year the next-to-expire or “spot month” Corn Futures Contract will expire in July of that year, and the Benchmark Component Futures Contracts will be the contracts expiring in September of that year (the second-to-expire contract), December of that year (the third-to-expire contract), and December of the following year. As another example using CORN, in November of a given year the Benchmark Component Futures Contracts will be the contracts expiring in March, May and December of the following year. The Teucrium Corn Fund is designed to roll or replace its contracts five times per year but will always hold a December Corn Futures Contract as an “anchor” month. The Sponsor will determine if the investments of a Fund will be “rolled” in one day or over a period of several days, in order that any trading does not signal unwanted market movements and to make it more difficult for third parties to profit by trading ahead based on such expected market movements. Such “roll” periods are posted to the website for each Fund well in advance of the “roll” date.
 
The Sponsor employs a “neutral” investment strategy intended to track the changes in the Benchmark of each Fund regardless of whether the Benchmark goes up or goes down. The Fund’s “neutral” investment strategy is designed to permit investors generally to purchase and sell the Fund’s Shares for the purpose of investing indirectly in the commodity-specific market in a cost-effective manner. Such investors may include participants in the specific industry and other industries seeking to hedge the risk of losses in their commodity-specific-related transactions, as well as investors seeking exposure to that commodity market. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in the commodity-specific market and/or the risks involved in hedging may exist. In addition, an investment in a Fund involves the risks that the changes in the price of the Fund’s Shares will not accurately track the changes in the Benchmark, and that changes in the Benchmark will not closely correlate with changes in the price of the commodity on the spot market. The Sponsor does not intend to operate each Fund in a fashion such that its per share NAV equals, in dollar terms, the spot price of the commodity or the price of any particular commodity-specific Futures Contract.
 
Calculation of the Benchmark
 
The notional amount of each Benchmark Component Futures Contract included in each Benchmark is intended to reflect the changes in market value of each such Benchmark Component Futures Contract within the Benchmark. The closing level of each Benchmark is calculated on each business day by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the “Administrator”) based on the closing price of the futures contracts for each of the underlying Benchmark Component Futures Contracts and the notional amounts of such Benchmark Component Futures Contracts.
 
 
Each Benchmark is rebalanced periodically to ensure that each of the Benchmark Component Futures Contracts is weighted in the same proportion as in the investment objective for each Fund. The following tables reflect the December 31, 2018, Benchmark Component Futures Contracts weights for each of the Funds. The contract held is identified by the generally accepted nomenclature of contract month and year, which may differ from the month in which the contract expires:
 
CORN Benchmark Component Futures Contracts
 
Notional Value
 
Weight (%)
 
CBOT Corn Futures (1,030 contracts, MAY19)
 
$
19,724,500
 
35
%
CBOT Corn Futures (866 contracts, JUL19)
 
 
16,919,475
 
30
 
CBOT Corn Futures (993 contracts, DEC19)
 
 
19,735,875
 
35
 
 
 
 
 
 
 
 
Total at December 31, 2018
 
$
56,379,850
 
100
%
 
 
 
 
 
 
 
SOYB Benchmark Component Futures Contracts
 
Notional Value
 
Weight (%)
 
CBOT Soybean Futures (218 contracts, MAR19)
 
$
9,755,500
 
35
%
CBOT Soybean Futures (185 contracts, MAY19)
 
 
8,396,688
 
30
 
CBOT Soybean Futures (209 contracts, NOV19)
 
 
9,773,363
 
35
 
 
 
 
 
 
 
 
Total at December 31, 2018
 
$
27,925,551
 
100
%
 
 
 
 
 
 
 
CANE Benchmark Component Futures Contracts
 
Notional Value
 
Weight (%)
 
ICE Sugar Futures (278 contracts, MAY19)
 
$
3,767,456
 
35
%
ICE Sugar Futures (235 contracts, JUL19)
 
 
3,221,568
 
30
 
ICE Sugar Futures (257 contracts, MAR20)
 
 
3,785,096
 
35
 
 
 
 
 
 
 
 
Total at December 31, 2018
 
$
10,774,120
 
100
%
 
 
 
 
 
 
 
WEAT Benchmark Component Futures Contracts
 
Notional Value
 
Weight (%)
 
CBOT Wheat Futures (756 contracts, MAY19)
 
$
19,296,900
 
35
%
CBOT Wheat Futures (637 contracts, JUL19)
 
 
16,514,225
 
30
 
CBOT Wheat Futures (713 contracts, DEC19)
 
 
19,340,125
 
35
 
 
 
 
 
 
 
 
Total at December 31, 2018
 
$
55,151,250
 
100
%
 
 
 
 
 
 
 
TAGS Benchmark Component Futures Contracts
 
Fair Value
 
Weight (%)
 
Shares of Teucrium Corn Fund
 
$
383,506
 
25
%
Shares of Teucrium Soybean Fund
 
 
381,970
 
25
 
Shares of Teucrium Wheat Fund
 
 
383,743
 
25
 
Shares of Teucrium Sugar Fund
 
 
374,067
 
25
 
 
 
 
 
 
 
 
Total at December 31, 2018
 
$
1,523,286
 
100
%
  
The price relationship between the near month Futures Contract to expire and the Benchmark Component Futures Contracts will vary and may impact both the total return of each Fund over time and the degree to which such total return tracks the total return of the price indices related to the commodity of each Fund. In cases in which the near month contract’s price is lower than later-expiring contracts’ prices (a situation known as “contango” in the futures markets), then absent the impact of the overall movement in commodity prices the value of the Benchmark Component Futures Contracts would tend to decline as they approach expiration. In cases in which the near month contract’s price is higher than later-expiring contracts’ prices (a situation known as “backwardation” in the futures markets), then absent the impact of the overall movement in a Fund’s prices the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration, all other things being equal.
 
 
The total portfolio composition for each Fund is disclosed each business day that the NYSE Arca is open for trading on the Fund’s website. The website for CORN is www.teucriumcornfund.com; for CANE is www.teucriumcanefund.com; for SOYB is www.teucriumsoybfund.com; for WEAT is www.teucriumweatfund.com; for TAGS is www.teucriumtagsfund.com. These sites are accessible at no charge. The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Futures Contract, other commodity interest and the amount of cash and cash equivalents held in the Fund’s portfolio.  The specific types of other commodity interests held (if any, which may include options on futures contracts and derivative contracts such as swaps) collectively, “Other Commodity Interests,” and together with Futures Contracts, “Commodity Interests” or “Interests” in addition to futures contracts, options on futures contracts and derivative contracts that are tied to various commodities are entered into outside of public exchanges. These “over-the-counter” contracts are entered into between two parties in private contracts, or on a recently formed swap execution facility (“SEF”) for standardized swaps. For example, unlike Futures Contracts, which are guaranteed by a clearing organization, each party to an over-the-counter derivative contract bears the credit risk of the other party (unless such over-the-counter swap is cleared through a derivatives clearing organization (“DCO”)), i.e., the risk that the other party will not be able to perform its obligations under its contract, and characteristics of such Other Commodity Interests.
 
Consistent with achieving a Fund’s investment objective of closely tracking the Benchmark, the Sponsor may for certain reasons cause the Fund to enter into or hold Futures Contracts other than the Benchmark Component Futures Contracts and/or Other Commodity Interests. Other Commodity Interests that do not have standardized terms and are not exchange-traded, referred to as “over-the-counter” Corn Interests, can generally be structured as the parties to the Corn Interest contract desire. Therefore, each Fund might enter into multiple and/or over-the-counter Interests intended to replicate the performance of each of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter Interest designed to replicate the performance of the Benchmark as a whole. Assuming that there is no default by a counter-party to an over-the-counter Interest, the performance of the Interest will necessarily correlate with the performance of the Benchmark or the applicable Benchmark Component Futures Contract. Each Fund might also enter into or hold Interests other than Benchmark Component Futures Contracts to facilitate effective trading, consistent with the discussion of the Fund’s “roll” strategy. In addition, each Fund might enter into or hold Interests that would be expected to alleviate overall deviation between the Fund’s performance and that of the Benchmark that may result from certain market and trading inefficiencies or other reasons. By utilizing certain or all of the investments described above, the Sponsor will endeavor to cause the Fund’s performance to closely track that of the Benchmark of the Fund.
 
An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs.  The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled within the business day, which is typically 7 hours or less.  The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.
 
The Funds earn interest and other income (“interest income”) from cash equivalents that it purchases and on the cash, it holds through the Custodian or other financial institution. The Sponsor anticipates that the interest income will increase the NAV of each Fund. The Funds apply the interest income to the acquisition of additional investments or use it to pay its expenses. If the Fund reinvests the earned interest income, it makes investments that are consistent with its investment objectives as disclosed. Any cash equivalent invested by a Fund will have original maturity dates of three months or less at inception. Any cash equivalents invested by a Fund will be deemed by the Sponsor to be of investment grade quality. At the end of the year, available cash balances in each of the Funds were invested in the Fidelity Institutional Money Market Funds – Government Portfolio, in demand deposits at Rabobank, N.A, and in commercial paper with maturities of ninety days or less.
 
In managing the assets of the Funds, the Sponsor does not use a technical trading system that automatically issues buy and sell orders. Instead, the Sponsor will purchase or sell the specific underlying Commodity Interests with an aggregate market value that approximates the amount of cash received or paid upon the purchase or redemption of Shares.
 
The Sponsor does not anticipate letting the commodity Futures Contracts of any Fund expire, thus taking delivery of the underlying commodity. Instead, the Sponsor will close out existing positions, for instance, in response to ongoing changes in the Benchmark or if it otherwise determines it would be appropriate to do so and reinvest the proceeds in new Commodity Interests. Positions may also be closed out to meet redemption orders, in which case the proceeds from closing the positions will not be reinvested.
 
 
Market Outlook
 
The Corn Market
 
Corn is currently the most widely produced livestock feed grain in the United States. The two largest demands of the United States’ corn crop are used in livestock feed and ethanol production. Corn is also processed into food and industrial products, including starch, sweeteners, corn oil, beverages and industrial alcohol. The United States Department of Agriculture (“USDA”) publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide corn production and consumption, and for other grains such as soybeans and wheat which can be used in some cases as a substitute for corn. These reports are available on the USDA’s website, www.usda.gov, at no charge. The January 2019 reports were not published due to a lapse in federal funding. The outlook provided below is from the December 11, 2018 USDA report.
 
The United States is the world’s leading producer and exporter of corn. For the Crop Year 2018-19, the United States Department of Agriculture (“USDA”) estimates that the U.S. will produce approximately 34% of all the corn globally, of which about 17% will be exported. For 2018-2019, based on the December 2018 USDA reports, global consumption of 1,131 Million Metric Tons (MMT) is expected to be slightly higher than global production of 1,100 MMT. If the global supply of corn exceeds global demand, this may have an adverse impact on the price of corn. Besides the United States, other principal world corn exporters include Argentina, Brazil and the former Soviet Union nations known as the FSU-12 which includes the Ukraine. Major importer nations include Mexico, Japan, the European Union (EU), South Korea, Egypt and parts of Southeast Asia. China’s production at 256 MMT is approximately 8% less than its domestic usage.

According to the USDA, global corn consumption has increased just over 479% from crop year 1960/1961 to 2018/2019 as demonstrated by the graph below and is projected to continue to grow in upcoming years. Consumption growth is the result of a combination of many factors including: 1) global population growth, which, according to the U.S. Census Department, is estimated to increase by approximately 78.3 million people in the 2018-19 time-frame and reach 9.5 billion by 2050; 2) a growing global middle class which is increasing the demand for protein and meat-based products globally and most significantly in developing countries; and 3) increased use of bio-fuels, including ethanol in the United States. Based on USDA estimates as of December 11, 2018, for each person added to the population, there needs to be an additional 5.9 bushels of corn, 1.7 bushels of soybeans and 3.6 bushels of wheat produced.
 
While global consumption of corn has increased over the 1960/1961-2018/2019 period, so has production, driven by increases in acres planted and yield per acre. However, according to the USDA and United Nations, future growth in planted acres and yield may be inhibited by lower-productive land, and lack of infrastructure and transportation. In addition, agricultural crops such as corn are highly weather-dependent for yield and therefore susceptible to changing weather patterns. In addition, given the current production/consumption patterns, nearly 100% of all corn produced globally is consumed which leaves minimal excess inventory if production issues arise.
 
 
The price per bushel of corn in the United States is primarily a function of both U.S. and global production, as well as U.S. and global demand. The graph below shows the USDA published price per bushel by month for the period January 2007 to November 2018.

On December 11, 2018, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2018-19. The exhibit below provides a summary of historical and current information for United States corn production.
 
 
 
Standard Corn Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushels “mini-corn” Corn Futures Contracts also trade. Three grades of corn are deliverable under CBOT Corn Futures Contracts: Number 1 yellow, which may be delivered at 1.5 cents over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 1.5 cents under the contract price for all contract months prior to March 2019 or may be delivered between 2 and 4 cents per bushel under the contract price for all contract months commencing with March 2019 and beyond. There are five months each year in which CBOT Corn Futures Contracts expire: March, May, July, September and December.
 
 
If the futures market is in a state of backwardation (i.e., when the price of corn in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing corn prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would continue to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing corn prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically, the corn futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the corn market and the corn harvest cycle. All other things being equal, a situation involving prolonged periods of contango may adversely impact the returns of the Fund; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Fund.
 
The Soybean Market
 
Global soybean production is concentrated in the U.S., Brazil, Argentina and China. The United States Department of Agriculture (“USDA”) has estimated that, for the Crop Year 2018-19, the United States will produce approximately 125 MMT of soybeans or approximately 34% of estimated world production, with Brazil production at 122 MMT. Argentina is projected to produce about 56 MMT. For 2018-19, based on the December 2018 USDA report, global consumption of 352 MMT is estimated slightly lower than global production of 369 MMT. If the global supply of soybeans exceeds global demand, this may have an adverse impact on the price of soybeans. The USDA publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide soybean production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge. The January 2019 reports were not published due to a lapse in federal funding. The outlook provided below is from the December 11, 2018 USDA report.
 
The soybean processing industry converts soybeans into soybean meal, soybean hulls, and soybean oil. Soybean meal and soybean hulls are processed into soy flour or soy protein, which are used, along with other commodities, by livestock producers and the fish farming industry as feed. Soybean oil is sold in multiple grades and is used by the food, petroleum and chemical industries. The food industry uses soybean oil in cooking and salad dressings, baking and frying fats, and butter substitutes, among other uses. In addition, the soybean industry continues to introduce soy-based products as substitutes to various petroleum-based products including lubricants, plastics, ink, crayons and candles. Soybean oil is also converted to biodiesel for use as fuel.
 
Standard Soybean Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-sized” Soybean Futures Contracts also trade. Three grades of soybean are deliverable under CBOT Soybean Futures Contracts: Number 1 yellow, which may be delivered at 6 cents per bushel over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 6 cents per bushel under the contract price. There are seven months each year in which CBOT Soybean Futures Contracts expire: January, March, May, July, August, September and November.
 
If the futures market is in a state of backwardation (i.e., when the price of soybeans in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing soybean prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing soybean prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the soybeans futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the soybean market and the soybean harvest cycle. All other things being equal, a situation involving prolonged periods of contango may adversely impact the returns of the Fund; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Fund.
 
The price per bushel of soybeans in the United States is primarily a function of both U.S. and global production, as well as U.S. and global demand. The graph below shows the USDA published price per bushel by month for the period January 2007 to November 2018. 
 
 
 
 
On December 11, 2018, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2018-19. The exhibit below provides a summary of historical and current information for United States soybean production.
 
 
The Sugar Market
 
Sugarcane accounts for about 80% of the world’s sugar production, while sugar beets account for the remainder of the world’s sugar production.  Sugar manufacturers use sugar beets and sugarcane as the raw material from which refined sugar (sucrose) for industrial and consumer use is produced.  Sugar is produced in various forms, including granulated, powdered, liquid, brown, and molasses. The food industry (in particular, producers of baked goods, beverages, cereal, confections, and dairy products) uses sugar and sugarcane molasses to make sugar-containing food products. Sugar beet pulp and molasses products are used as animal feed ingredients.  Ethanol is an important by-product of sugarcane processing.  Additionally, the material that is left over after sugarcane is processed is used to manufacture paper, cardboard, and “environmentally friendly” eating utensils.
 
The Sugar No. 11 Futures Contract is the world benchmark contract for raw sugar trading.  This contract prices the physical delivery of raw cane sugar, delivered to the receiver’s vessel at a specified port within the country of origin of the sugar.  Sugar No. 11 Futures Contracts trade on ICE Futures US and the NYMEX in units of 112,000 pounds. 
 
The United States Department of Agriculture (“USDA”) publishes two major reports annually on U.S. domestic and worldwide sugar production and consumption. These are usually released in November and May. In addition, the USDA publishes periodic, but not as comprehensive, reports on sugar monthly. These reports are available on the USDA’s website, www.usda.gov, at no charge.  The USDA’s November 2018 report forecasts that India, with estimated record production of 35.9 million metric tons, surpassed Brazil as the leading producer of sugarcane worldwide for the first time in 16 years. India's production, which outpaces the other principal global producers, namely Brazil, Thailand and China, equates to approximately 19% of the world’s supply. The principal producers of sugar beets, as forecast by the USDA for 2019, include the European Union, the United States, and Russia.
 
World estimated raw sugar production is 186 million metric tons, which is forecast down 9 million tons from the prior year primarily due to the drop in Brazil caused by unfavorable weather and more sugarcane being diverted towards ethanol production. The USDA’s report released in November 2018 estimates that for the 2018/2019 Crop Year, record global consumption of 176 million metric tons will still be below production and ending stocks are projected to rise to 53 million metric tons. Similar to the 2017/18 Crop Year, the current period may see the global supply for sugar exceed demand. In the past, this situation has, generally, resulted in a price decrease. However, if the global demand of sugar exceeds global supply, prices will generally increase.
 

The USDA, in its November 2018 report highlights, in the graph immediately below, projecting record stocks and consumption despite lower production compared to the 2017/2018 Crop Year. The second graph shows India, the leading producer of sugarcane, which surpasses Brazil for the first time in 16 years.
 
 
 
If the futures market is in a state of backwardation (i.e., when the price of sugar in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing sugar prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing sugar prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the sugar futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the sugar market and the sugar harvest cycle. All other things being equal, a situation involving prolonged periods of contango may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds. 
 
 
 
The Wheat Market
 
Wheat is used to produce flour, the key ingredient for breads, pasta, crackers and many other food products, as well as several industrial products such as starches and adhesives. Wheat by-products are used in livestock feeds. Wheat is the principal food grain produced in the United States, and the United States’ output of wheat is typically exceeded only by that of China, the European Union, the former Soviet nations, known as the FSU-12, including the Ukraine, and India. The United States Department of Agriculture (“USDA”) estimates that for 2018-19, the principal global producers of wheat will be the EU, the former Soviet nations known as the FSU-12, China, India, the United States, Australia and Canada. The U.S. generates approximately 7% of the global production, with approximately 53% of that being exported. For 2018-19, based on the December 2018 USDA report, global consumption of 745 MMT is estimated to be slightly higher than production of 733 MMT. If the global supply of wheat exceeds global demand, this may have an adverse impact on the price of wheat. The USDA publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide wheat production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge. The January 2019 reports were not published due to a lapse in federal funding. The outlook provided below is from the December 11, 2018 USDA report.
 
There are several types of wheat grown in the U.S., which are classified in terms of color, hardness, and growing season. CBOT Wheat Futures Contracts call for delivery of #2 soft red winter wheat, which is generally grown in the eastern third of the United States, but other types and grades of wheat may also be delivered (Grade #1 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat may be delivered at 3 cents premium per bushel over the contract price and #2 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat may be delivered at the contract price.) Winter wheat is planted in the fall and is harvested in the late spring or early summer of the following year, while spring wheat is planted in the spring and harvested in late summer or fall of the same year. Standard Wheat Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-wheat” Wheat Futures Contracts also trade. There are five months each year in which CBOT Wheat Futures Contracts expire: March, May, July, September and December.
 
If the futures market is in a state of backwardation (i.e., when the price of wheat in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing wheat prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing wheat prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the wheat futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the wheat market and the wheat harvest cycle. All other things being equal, a situation involving prolonged periods of contango may adversely impact the returns of the Fund; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Fund.
 
The price per bushel of wheat in the United States is primarily a function of both U.S. and global production, as well as U.S. and global demand. The graph below shows the USDA published price per bushel by month for the period January 2007 to November 2018.
 
 
12
 
On December 11, 2018, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2018-19. The exhibit below provides a summary of historical and current information for United States wheat production.
 
 
Competitive Environment
 
Investors may choose among several options when considering an investment in agricultural commodities.  For instance, an investor may choose to invest directly in commodity futures, although such an investment generally requires significant capital.  Additionally, there are a variety of commodity index funds which include baskets of commodity interests; these funds invest in a range of commodity interests, although some are weighted toward, or invest solely in, agricultural commodities.  Finally, there are exchange-traded notes which are credit instruments, some of which may invest or mirror investments in agricultural commodities. 
 
 
 
The Sponsor’s Operations
 
The Sponsor established the Trust and caused the Trust to establish the first series, the Corn Fund, which commenced offering its Shares to the public on June 9, 2010. Three additional series, namely the Sugar Fund, the Soybean Fund and the Wheat Fund, commenced offering of shares in September 2011 and the Teucrium Agricultural Fund commenced operation on March 28, 2012. Aside from establishing these series, operating those series that have commenced offering their shares and obtaining capital from a small number of outside investors in order to engage in these activities, the Sponsor did not engage in any business activity. 
 
The Trust and the Funds do not have any employees or officers.  Any persons acting as agents of the Trust or the Funds do so as employees or officers of the Sponsor. 
 
Under the Trust Agreement, the Sponsor is solely responsible for the management, and conducts or directs the conduct of the business of the Trust, the Funds, and any other Fund that may from time to time be established and designated by the Sponsor. The Sponsor is required to oversee the purchase and sale of Shares by firms designated as “Authorized Purchasers” and to manage the Funds’ investments, including to evaluate the credit risk of futures commission merchants and swap counter-parties and to review daily positions and margin/collateral requirements. The Sponsor has the power to enter into agreements as may be necessary or appropriate for the offer and sale of the Funds’ Shares and the conduct of the Trust’s activities. Accordingly, the Sponsor is responsible for selecting the Trustee, Administrator, Distributor, the independent registered public accounting firm of the Trust, and any legal counsel employed by the Trust. The Sponsor is also responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and providing any required certification for such reports. No person other than the Sponsor and its principals was involved in the organization of the Trust or the Funds.
 
The Sponsor maintains websites on behalf of each of the Funds. The total portfolio composition of each Fund is disclosed on the Fund’s website each business day that the NYSE Arca is open for trading. The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Commodity Futures Contract held and those that are pending, and the amount of cash and cash equivalents held in the Fund’s portfolio. Each Fund’s website also includes the NAV, the 4 p.m. Bid/Ask Midpoint as reported by the NYSE Arca, the last trade price as reported by the NYSE Arca, the shares outstanding, the shares available for issuance, and the shares created or redeemed on that day. The prospectus, Monthly Statement of Account, Quarterly Performance of the Midpoint versus the NAV, and the Roll Dates, as well as Form 10-Qs, Form 10-Ks, and other SEC filings for that Fund, are also posted on the website. Each Fund’s website is publicly accessible at no charge. The website for CORN is www.teucriumcornfund.com; for CANE is www.teucriumcanefund.com; for SOYB is www.teucriumsoybfund.com; for WEAT is www.teucriumweatfund.com; and for TAGS is www.teucriumtagsfund.com. The website address for the Sponsor is www.teucrium.com.
 
The Sponsor receives a fee as compensation for services performed under the Trust Agreement, except in the case of TAGS where there is no such fee. The Sponsor’s fees accrue daily and are paid monthly at an annual rate of 1.00% of the average daily net assets of each Fund, with the exception of TAGS. In addition, each Fund is also generally responsible for other ongoing fees, costs and expenses of its operations, including brokerage fees and SEC registration fees, and legal, printing, accounting, custodial, administration and transfer agency costs, although the Sponsor has borne or will bear the costs and expenses related to the initial offer and sale of Shares. The Funds will generally bear the costs and expenses associated with filing a new registration statement for each Fund every three years, unless the Sponsor waives all or part of such costs and expenses. The Sponsor may choose to waive, for a period of time and at its discretion, the collection of the Sponsor Fee or certain other fees for any of the Funds. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity. These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations.
 
A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. For the period ended December 31, such expenses, which are primarily included as distribution and marketing fees, totaled $2,674,984 in 2018, $2,196,388 in 2017, and $1,825,552 in 2016; of these amounts, $556,063 in 2018, $453,736 in 2017, and $457,658 in 2016 were waived by the Sponsor.
 
All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
 
The Sponsor has an information technology plan (the “IT Plan”) in place which is part of the internal controls of the Trust and the Funds. The IT Plan  takes reasonable care to look beyond the security and controls developed and implemented for the Trust and the Funds directly to the platforms and controls in place for the key service providers. Such review of the IT plans of key service providers is part of the Sponsor’s disaster recovery and business continuity planning. The Sponsor provides regular training to all employees of the Sponsor regarding cybersecurity topics, in addition to real-time dissemination of information regarding cybersecurity matters as needed. The IT plan is reviewed and updated as needed, but at a minimum on an annual basis.
 
Ownership or “membership” interests in the Sponsor are owned by persons referred to as “members.” The Sponsor currently has three voting or “Class A” members – Mr. Sal Gilbertie, Mr. Dale Riker and Mr. Carl N. Miller III – and a small number of non-voting or “Class B” members who have provided working capital to the Sponsor. Messrs. Gilbertie and Riker each currently own 45.7%, and Mr. Miller owns 8.52%, of the Sponsor’s Class A membership interests.
 
 
 
Management of the Sponsor
 
In general, under the Sponsor’s Amended and Restated Limited Liability Company Operating Agreement, as amended from time to time, the Sponsor (and as a result the Trust and each Fund) is managed by the officers of the Sponsor.  The Chief Executive Officer of the Sponsor is responsible for the overall strategic direction of the Sponsor and has general control of its business. The Chief Investment Officer and President of the Sponsor is primarily responsible for new investment product development with respect to the Funds. The Chief Operating Officer has primary responsibility for trade operations, trade execution, and portfolio activities with respect to the Fund. The Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer acts as the Sponsor’s principal financial and accounting officer. Furthermore, certain fundamental actions regarding the Sponsor, such as the removal of officers, the addition or substitution of members, or the incurrence of liabilities other than those incurred in the ordinary course of business and de minimis liabilities, may not be taken without the affirmative vote of a majority of the Class A members (which is generally defined as the affirmative vote of Mr. Gilbertie and one of the other two Class A members).  The Sponsor has no board of directors, and the Trust has no board of directors or officers.
 
The Officers of the Sponsor, one of whom is a Class A member of the Sponsor, are the following:
 
Sal Gilbertie has been the President of the Sponsor since its inception, its Chief Investment Officer since September 2011, and its Chief Executive Officer and Secretary since September 17, 2018, and was approved by the NFA as a principal of the Sponsor on September 23, 2009 and registered as an associated person of the Sponsor on November 10, 2009.  He maintains his main business office at 65 Adams Road, Easton, Connecticut 06612.  Effective July 16, 2012, Mr. Gilbertie was registered with the NFA as the Branch Manager for this location.  Since October 18, 2010, Mr. Gilbertie has been an associated person of the Distributor under the terms of the Securities Activities and Services Agreement (“SASA”) between the Sponsor and the Distributor.  Additional information regarding the SASA can be found in the section of this disclosure document entitled “Plan of Distribution.”  From October 2005 until December 2009, Mr. Gilbertie was employed by Newedge USA, LLC, an FCM and broker-dealer registered with the CFTC and the SEC, where he headed the Renewable Fuels/Energy Derivatives OTC Execution Desk and was an active futures contract and over-the-counter derivatives trader and market maker in multiple classes of commodities.  (Between January 2008 and October 2008, he also held a comparable position with Newedge Financial, Inc., an FCM and an affiliate of Newedge USA, LLC.)  From October 1998 until October 2005, Mr. Gilbertie was principal and co-founder of Cambial Asset Management, LLC, an adviser to two private funds that focused on equity options, and Cambial Financing Dynamics, a private boutique investment bank.  While at Cambial Asset Management, LLC and Cambial Financing Dynamics, Mr. Gilbertie served as principal and managed the day-to-day activities of the business and the portfolio of both companies.  Mr. Gilbertie is 58 years old.
 
Cory Mullen-Rusin, Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer, began working for the Sponsor on August 16, 2011.  She became the Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer on September 17, 2018 and has primary responsibility for the financial management, compliance and reporting of the Sponsor and is in charge of its books of account and accounting records, and its accounting procedures.  She maintains her main business office at Three Main Street, Suite 215, Burlington, Vermont 05401. Ms. Mullen-Rusin worked directly with the former CFO at Teucrium for the past seven years. Her responsibilities included aspects of financial planning, financial operations, and financial reporting for the Trust and the Sponsor. Additionally, Ms. Mullen-Rusin assisted in developing, instituting, and monitoring the effectiveness of processes and procedures to comply with all regulatory agency requirements. Ms. Mullen-Rusin graduated from Boston College with a Bachelor of Arts and Science in Communications in 2009, where she was a four-year scholarship player on the NCAA Division I Women’s Basketball team.  In 2017, she earned a Master of Business Administration from Nichols College. Ms. Mullen-Rusin is 31 years old.
 
Steve Kahler, Chief Operating Officer, began working for the Sponsor in November 2011 as Managing Director in the trading division. He became the Chief Operating Officer on May 24, 2012 and served in that capacity through September 6, 2018, at which time he resigned. Mr. Kahler was unemployed from September 7, 2018 until September 18, 2018. Mr. Kahler was reappointed and officially resumed his role as Chief Operating Officer on October 10, 2018. Mr. Kahler has primary responsibility for the Trade Operations for the Funds. He maintains his main business office at 13520 Excelsior Blvd., Minnetonka, MN 55345. Mr. Kahler was registered as an Associated Person of the Sponsor on November 25, 2011, approved as a Branch Manager of the Sponsor on March 16, 2012 and approved by the NFA as a Principal of the Sponsor on May 16, 2012. Since January 18, 2012, Mr. Kahler has been an associated person of the Distributor under the terms of the SASA between the Sponsor and the Distributor.  Additional information regarding the SASA can be found in the section of this disclosure document entitled “Plan of Distribution.” Prior to his employment with the Sponsor, Mr. Kahler worked for Cargill Inc., an international producer and marketer of food, agricultural, financial and industrial products and services, from April 2006 until November 2011 in the Energy Division as Senior Petroleum Trader. In October 2006 and while employed at Cargill Inc., Mr. Kahler was approved as an Associated Person of Cargill Commodity Services Inc., a commodity trading affiliate of Cargill Inc. from September 13, 2006 to November 9, 2011. Mr. Kahler graduated from the University of Minnesota with a Bachelors of Agricultural Business Administration and is 51 years old. Mr. Kahler is primarily responsible for making trading and investment decisions for the Fund and other Teucrium Funds, and for directing Fund and other Teucrium Fund trades for execution.
 
 
The Custodian and Administrator
 
In its capacity as the Fund’s custodian, the Custodian, currently U.S. Bank, N.A., holds the Funds’ securities, cash and/or cash equivalents pursuant to a custodial agreement.  U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), an entity affiliated with U.S. Bank, N.A., is the registrar and transfer agent for the Funds.  In addition, Fund Services also serves as Administrator for the Fund, performing certain administrative and accounting services and preparing certain SEC and CFTC reports on behalf of the Fund.  For these services, the Fund pays fees to the Custodian and Fund Services set forth in the table entitled “Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service Providers.” 
 
The Custodian is located at 1555 North RiverCenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202.

The Distributor
 
The Funds employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distributor receives, for its services as distributor for the Funds, a fee at an annual rate of 0.01% of each Underlying Fund’s average daily net assets, and an annual fee of $100,000 in the aggregate for all of the Funds.  These fees are set forth in the table entitled “Fees and Compensation Arrangements with the Sponsor and Non-Affiliated Service Providers.”
 
The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules.  As Registered Representatives of the Distributor, these persons are permitted to engage in certain marketing activities for the Fund that they would otherwise not be permitted to engage in.  Under the SASA, the Sponsor is obligated to ensure that such marketing activities comply with applicable law and are permitted by the SASA and the Distributor’s internal procedures.
 
The Distributor’s principal business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.  The Distributor is a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”). 
 
Consulting Services
 
Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust’s Sponsor, Teucrium Trading, LLC. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust’s Sponsor, Teucrium Trading, LLC.

The Trustee
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890-0001.  The Trustee is unaffiliated with the Sponsor. The Trustee’s duties and liabilities with respect to the offering of Shares and the management of the Trust and the Fund are limited to its express obligations under the Trust Agreement.
 
The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act.  The Trustee does not owe any other duties to the Trust, the Sponsor or the Shareholders. The Trustee is permitted to resign upon at least sixty (60) days’ notice to the Sponsor.  If no successor trustee has been appointed by the Sponsor within such sixty-day period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor.  The Trust Agreement provides that the Trustee is entitled to reasonable compensation for its services from the Sponsor or an affiliate of the Sponsor (including the Trust), and is indemnified by the Sponsor against any expenses it incurs relating to or arising out of the formation, operation or termination of the Trust, or any action or inaction of the Trustee under the Trust Agreement, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee.  The Sponsor has the discretion to replace the Trustee.
 
Under the Trust Agreement, the duty and authority to manage the business affairs of the Trust, and of all of the funds that are a series of the Trust, including control of the Fund and the Underlying Funds, is vested solely with the Sponsor, which the Sponsor may delegate as provided for in the Trust Agreement.  The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor. As the Trustee has no authority over the operation of the Trust, the Trustee itself is not registered in any capacity with the CFTC.
 
The Clearing Brokers
 
Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Funds’ FCM and the clearing broker to execute and clear the Funds’ futures and provide other brokerage-related services, other than services for TAGS. As of June 4, 2015, all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.
 
ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges.  There has been no material civil, administrative, or criminal proceedings pending, on appeal, or concluded against E D & F Man Capital Markets Inc. or its principals in the past five (5) years. For a list of concluded actions, please go to http://www.nfa.futures.org/basicnet/welcome.aspx. This link will take you to the Welcome Page of the NFA’s Background Affiliation Status Information Center (“BASIC”). At this page, there is a box where you can enter the NFA ID of ED&F Man Capital Markets Inc. (0002613) and then click “Go”. You will be transferred to the NFA’s information specific to ED&F Man Capital Markets Inc. Under the heading “Regulatory Actions”, click “details” and you will be directed to the full list of regulatory actions brought by the CFTC and exchanges.
 
 
The Bank of New York Mellon Capital Markets is the broker for some, but not all, of the equity transactions related to the purchase and sale of the Underlying Funds for TAGS.
 
Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service Providers
 
Service Provider
 
Compensation Paid by the Funds
Teucrium Trading, LLC, Sponsor
 
1.00% of average net assets annually
U.S. Bank N.A., Custodian
 
 
U.S. Bank Global Fund Services, Transfer Agent, Fund Accountant and Fund Administrator
 
 
For custody services:  0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges
 
For Transfer Agency, Fund Accounting and Fund Administration services, based on the total assets for all the Funds in the Trust:  0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually.
 
A combined minimum annual fee of $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund.
 
Foreside Fund Services, LLC, Distributor
 
The Distributor receives a fee of 0.01% of each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Funds, along with certain expense reimbursements currently estimated at $3,000 per year related to these services.
 
Under the Securities Activities and Service Agreement (the “SASA”), the Distributor receives compensation from the fund for its activities on behalf of all the Funds.  The fees paid to the Distributor pursuant to the SASA for the offerings of the Funds are not expected to exceed a combined $40,000 per year. In addition, the Distributor receives certain expense reimbursements relating to the registration, continuing education and other administrative expenses of the Registered Representatives in relation to the Funds.  These expense reimbursements are estimated not to exceed $25,000 per year. 
 
ED&F Man Capital Markets, Inc.
 
 
$4.50 per half-turn Futures Contract purchase or sale for corn, soybeans, wheat and sugar.
 
Wilmington Trust Company, Trustee
 
$3,300 annually for the Trust
 
Asset-based fees are calculated on a daily basis (accrued at 1/365 of the applicable percentage of NAV on that day) and paid on a monthly basis. NAV is calculated by taking the current market value of the Fund’s total assets and subtracting any liabilities.
 
For each of the contractual agreements discussed above, the expense recognized in 2018 by the Trust and each Fund is detailed in the notes to the financial statements included in Part II of this filing.
 
Form of Shares
 
Registered Form
 
For all the Funds, Shares are issued in registered form in accordance with the Trust Agreement.  Fund Services has been appointed registrar and transfer agent for the purpose of transferring Shares in certificated form.  Fund Services keeps a record of all Shareholders and holders of the Shares in certificated form in the registry (Register).  The Sponsor recognizes transfers of Shares in certificated form only if done in accordance with the Trust Agreement.  The beneficial interests in such Shares are held in book-entry form through participants and/or account holders in DTC.
 
Book Entry
 
For all Funds, individual certificates are not issued for the Shares.  Instead, Shares are represented by one or more global certificates, which are deposited by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC.  The global certificates evidence all of the Shares outstanding at any time.  Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies (DTC Participants), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Shares.  DTC Participants acting on behalf of investors holding Shares through such participant accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System.  Shares are credited to DTC Participants securities accounts following confirmation of receipt of payment. 
 
 
 
DTC
 
DTC has advised us as follows:  It is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.  DTC holds securities for DTC Participants and facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants.
 
Transfer of Shares
 
For all Funds, the Shares are only transferable through the book-entry system of DTC.  Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares.  Transfers are made in accordance with standard securities industry practice.
 
Transfers of interests in Shares with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer.  DTC has established procedures to facilitate transfers among the participants and/or account holders of DTC.  Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a certificate or other definitive document representing such interest.
 
DTC has advised us that it will take any action permitted to be taken by a Shareholder (including, without limitation, the presentation of a global certificate for exchange) only at the direction of one or more DTC Participants in whose account with DTC interests in global certificates are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC Participant or Participants has or have given such direction.
 
Creation and Redemption of Shares
 
The Funds create and redeem Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets.  The creation and redemption of baskets are only made in exchange for delivery to the Funds or the distribution by the Funds of the amount of cash equal to the combined NAV of the number of Shares included in the baskets being created or redeemed determined as of 4:00 p.m. New York time on the day the order to create or redeem baskets is properly received.
 
Authorized Purchasers are the only persons that may place orders to create and redeem baskets.  Authorized Purchasers must be (1) either registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions, and (2) DTC Participants.  To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor.  The Authorized Purchaser Agreement provides the procedures for the creation and redemption of baskets and for the delivery of the cash required for such creations and redemptions.  The Authorized Purchaser Agreement and the related procedures attached thereto may be amended by the Sponsor, without the consent of any Shareholder or Authorized Purchaser.  Authorized Purchasers pay a transaction fee to the Sponsor for each order they place to create one or more baskets and a fee per basket when they redeem baskets.
 
Authorized Purchasers who make deposits with a Fund in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will have any obligation or responsibility to the Trust or the Sponsor to effect any sale or resale of Shares.
 
Certain Authorized Purchasers are expected to be capable of investing directly in the Specified Commodities or the Commodity Interest markets.  Some Authorized Purchasers or their affiliates may from time to time buy or sell the Specified Commodity or Commodity Interests and may profit in these instances.  
 
Each Authorized Purchaser will be required to be registered as a broker-dealer under the 1934 Act and a member in good standing with FINRA or be exempt from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.  Certain Authorized Purchasers may also be regulated under federal and state banking laws and regulations.  Each Authorized Purchaser has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
  
Under the Authorized Purchaser Agreement, the Sponsor has agreed to indemnify the Authorized Purchasers against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Purchasers may be required to make in respect of those liabilities.
 
 
 
Minimum Number of Shares
 
There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. As of December 31, 2018, these minimum levels are as follows: 
 
CORN: 50,000 shares representing 2 baskets (3,500,004 shares outstanding as of December 31, 2018; 3,600,004 shares outstanding as of March 12, 2019)
SOYB: 50,000 shares representing 2 baskets (1,725,004 shares outstanding as of December 31, 2018; 1,475,004 shares outstanding as of March 12, 2019)
CANE: 50,000 shares representing 2 baskets (1,525,004 shares outstanding as of December 31, 2018; 1,400,004 shares outstanding as of March 12, 2019)
WEAT: 50,000 shares representing 2 baskets (9,275,004 shares outstanding as of December 31, 2018; 10,225,004 shares outstanding as of March 12, 2019)
TAGS: 50,000 shares representing 4 baskets (75,002 shares outstanding as of December 31, 2018; 75,002 shares outstanding as of March 12, 2019)
 
If a Fund has not more than the minimum number of shares outstanding, this means that there can be no redemptions of shares until there is a creation of shares or unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding Shares in the Fund and can deliver them. When there can be no redemption of shares, the price of the Fund, as represented by the bid and the ask, compared to the NAV may diverge more than would be the case if redemptions could occur. 
 
The following description of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of Authorized Purchaser Agreement for more detail, each of which has been incorporated by reference as an exhibit to the registration statement for each of the Funds.
 
The Flow of Shares
 
Calculating the Net Asset Value
 
The NAV of each Fund is calculated by:
 
Taking the current market value of its total assets, and
 
Subtracting any liabilities.
 
The Administrator calculates the NAV of each Fund once each trading day.  It calculates NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m., New York time.  The NAV for a particular trading day will be released after 4:15 p.m., New York time.
 
In determining the value of the Futures Contracts for each Fund, the Administrator uses the closing price on the exchange on which the commodity is traded, commonly referred to as the settlement price.  The time of settlement for each exchange is determined by that exchange and may change from time to time.  The current settlement time for each exchange can be found at the respective website for the CBOT or ICE, as the case may be, as follows: 
 
1) for the CBOT (CORN, SOYB and WEAT) http://www.cmegroup.com/trading_hours/commodities-hours.html;
 
2) for ICE (CANE) http://www.theice.com/productguide/Search.shtml?tradingHours=.
 
The Administrator determines the value of all other investments for each Fund as of the earlier of the close of the New York Stock Exchange or 4:00 p.m., New York time, in accordance with the current Services Agreement between the Administrator and the Trust. 
 
The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that a Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of a specific Fund where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract of such Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund are valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes.  The NAV includes any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to each Fund but unpaid or not received by the Fund.
 
In addition, in order to provide updated information relating to the Funds for use by investors and market professionals, ICE Data Indices, LLC calculates and disseminates throughout the trading day an updated indicative fund value for each Fund. The indicative fund value is calculated by using the prior day’s closing NAV per share of the Fund as a base and updating that value throughout the trading day to reflect changes in the value of the Fund’s Commodity Interests during the trading day.  Changes in the value of Treasury Securities and cash equivalents are not included in the calculation of indicative value.  For this and other reasons, the indicative fund value disseminated during NYSE Arca trading hours should not be viewed as an actual real time update of the NAV for each Fund.  The NAV is calculated only once at the end of each trading day.  
 
The indicative fund value is disseminated on a per share basis every 15 seconds during regular NYSE Arca trading hours of 9:30 a.m., New York time, to 4:00 p.m., New York time.  The CBOT and the ICE are generally open for trading only during specified hours which vary by exchange and may be adjusted by the exchange. However, the futures markets on these exchanges do not currently operate twenty-four hours per day. In addition, there may be some trading hours which may be limited to electronic trading only. This means that there is a gap in time at the beginning and the end of each day during which the Fund’s Shares are traded on the NYSE Arca, when, for example, real-time CBOT trading prices for Corn Futures Contracts traded on such Exchange are not available.  As a result, during those gaps there will be no update to the indicative fund values. The most current trading hours for each exchange may be found on the website of that exchange as listed above.
 
ICE Data Indices, LLC disseminates the indicative fund value through the facilities of CTA/CQ High Speed Lines.  In addition, the indicative fund value is published on the NYSE Arca’s website and is available through on-line information services such as Bloomberg and Reuters.
 
Dissemination of the indicative fund values provides additional information that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of Shares of the Funds on the NYSE Arca.  Investors and market professionals are able throughout the trading day to compare the market price of each Fund and its indicative fund value.  If the market price of the Shares of a Fund diverges significantly from the indicative fund value, market professionals may have an incentive to execute arbitrage trades.  For example, if the Fund appears to be trading at a discount compared to the indicative fund value, a market professional could buy Fund Shares on the NYSE Arca, aggregate them into Redemption Baskets, and receive the NAV of such Shares by redeeming them to the Trust, provided that there is not a minimum number of shares outstanding for the Fund.  Such arbitrage trades can tighten the tracking between the market price of the Fund and the indicative fund value.
 
 
Creation Procedures
 
On any business day, an Authorized Purchaser may place an order with the transfer agent to create one or more baskets for a Fund.  For purposes of processing purchase and redemption orders, a “business day” means any day other than a day when any of the NYSE Arca, CBOT, ICE, or the New York Stock Exchange is closed for regular trading.  Purchase orders must be placed by noon New York time or the close of regular trading on the New York Stock Exchange, whichever is earlier for CANE and TAGS. Purchase orders must be placed by 1:15pm New York time or the close of regular trading on the New York Stock Exchange, whichever is earlier for CORN, SOYB and WEAT.  The day on which the transfer agent and Distributor receive a valid purchase order is referred to as the purchase order date.
 
By placing a purchase order, an Authorized Purchaser agrees to deposit Treasury Securities, cash, commodity futures or shares of the Underlying Funds or a combination thereof with the Trust, as described below.  Prior to the delivery of baskets for a purchase order, the Authorized Purchaser must also have wired to the Custodian the non-refundable transaction fee due for the purchase order.  Authorized Purchasers may not withdraw a purchase order without the prior consent of the Sponsor in its discretion.

Determination of Required Deposits
 
The total deposit required to create each basket (Creation Basket Deposit) is the amount of Treasury Securities, cash and/or commodity futures that is in the same proportion to the total assets of the applicable Fund (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order date as the number of Shares to be created under the purchase order is in proportion to the total number of Shares outstanding on the purchase order date.  The Sponsor determines, directly in its sole discretion or in consultation with the Custodian and the Administrator, the requirements for Treasury Securities, cash and/or commodity futures, including the remaining maturities of the Treasury Securities and portions of Treasury Securities, that may be included in deposits to create baskets.  If Treasury Securities are to be included in a Creation Basket Deposit for orders placed on a given business day, the Administrator will publish an estimate of the Creation Basket Deposit requirements at the beginning of such day.
 
Delivery of Required Deposits
 
An Authorized Purchaser who places a purchase order is responsible for transferring to the account of that Fund with the Custodian the required amount of securities, commodity futures and/or cash by the end of the next business day following the purchase order date or by the end of such later business day, not to exceed three business days after the purchase order date, as agreed to between the Authorized Purchaser and the Custodian when the purchase order is placed (the “Purchase Settlement Date”).  Upon receipt of the deposit amount, the Custodian will direct DTC to credit the number of baskets ordered for the specific Fund to the Authorized Purchaser’s DTC account on the Purchase Settlement Date.
 
Because orders to purchase baskets must be placed by noon or 1:15 pm, New York time, depending on the Fund, but the total payment required to create a basket during the continuous offering period will not be determined until 4:00 p.m., New York time, on the date the purchase order is received, Authorized Purchasers will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order for the basket.  The Fund’s NAV and the total amount of the payment required to create a basket could rise or fall substantially between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is determined.
 
Rejection of Purchase Orders
 
The Sponsor acting by itself or through the Distributor or transfer agent may reject a purchase order or a Creation Basket Deposit if:
 
it determines that, due to position limits or otherwise, investment alternatives that will enable the Fund to meet its investment objective are not available or practicable at that time;
 
it determines that the purchase order or the Creation Basket Deposit is not in proper form;
 
it believes that acceptance of the purchase order or the Creation Basket Deposit would have adverse tax consequences to the Fund or its Shareholders;
 
the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful;
 
circumstances outside the control of the Sponsor, Distributor or transfer agent make it, for all practical purposes, not feasible to process creations of baskets;
 
there is a possibility that any or all of the Benchmark Component Futures Contracts of the Fund on the CBOT from which the NAV of the Fund is calculated will be priced at a daily price limit restriction; or
 
if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its Shareholders.
 
None of the Sponsor, Distributor or transfer agent will be liable for the rejection of any purchase order or Creation Basket Deposit.
 
In addition, the Sponsor may reject a previously placed purchase order at any time prior to the order cut-off time, if in the sole discretion of the Sponsor the execution of such an order would not be in the best interest of a Fund or its Shareholders.
 
 
Redemption Procedures
 
The procedures by which an Authorized Purchaser can redeem one or more baskets mirror the procedures for the creation of baskets.  On any business day, an Authorized Purchaser may place an order with the Distributor to redeem one or more baskets.  Redemption orders must be placed by noon or 1:15 pm, New York time, depending on the Fund, or the close of regular trading on the New York Stock Exchange, whichever is earlier.  A redemption order so received will be effective on the date it is received in satisfactory form by the transfer agent and Distributor.  The redemption procedures allow Authorized Purchasers to redeem baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Redemption Basket, or to redeem baskets other than through an Authorized Purchaser.  By placing a redemption order, an Authorized Purchaser agrees to deliver the baskets to be redeemed through DTC’s book-entry system to a Fund by the end of the next business day following the effective date of the redemption order for all funds other than TAGS or by the end of the third business day for TAGS, or by the end of such later business day, not to exceed three business days after the effective date of the redemption order, as agreed to between the Authorized Purchaser, transfer agent and the Distributor when the redemption order is placed (the “Redemption Settlement Date”).  Prior to the delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsor’s account at the Custodian the non-refundable transaction fee due for the redemption order.  An Authorized Purchaser may not withdraw a redemption order without the prior consent of the Sponsor in its discretion. 
 
Determination of Redemption Distribution
 
The redemption distribution from a Fund will consist of a transfer to the redeeming Authorized Purchaser of an amount of securities, commodity futures and/or cash that is in the same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem is properly received as the number of Shares to be redeemed under the redemption order is in proportion to the total number of Shares outstanding on the date the order is received.   The Sponsor, directly or in consultation with the Custodian and Administrator, determines the requirements for securities, commodity futures and/or cash, including the remaining maturities of the Treasury Securities and proportions of Treasury Securities and cash that may be included in distributions to redeem baskets.  If Treasury Securities are to be included in a redemption distribution for orders placed on a given business day, the Administrator will publish an estimate of the redemption distribution composition as of the beginning of such day.
 
Delivery of Redemption Distribution
 
The redemption distribution due from a Fund will be delivered to the Authorized Purchaser on the Redemption Settlement Date if the Fund’s DTC account has been credited with the baskets to be redeemed.  If the Fund’s DTC account has not been credited with all of the baskets to be redeemed by the end of such date, the redemption distribution will be delivered to the extent of whole baskets received.  Any remainder of the redemption distribution will be delivered on the next business day after the Redemption Settlement Date to the extent of remaining whole baskets received if the Sponsor receives the fee applicable to the extension of the Redemption Settlement Date which the Sponsor may, from time to time, determine and the remaining baskets to be redeemed are credited to the Fund’s DTC account on such next business day.  Any further outstanding amount of the redemption order shall be cancelled.  Pursuant to information from the Sponsor, the Custodian will also be authorized to deliver the redemption distribution notwithstanding that the baskets to be redeemed are not credited to the Fund’s DTC account by noon New York time on the Redemption Settlement Date if the Authorized Purchaser has collateralized its obligation to deliver the baskets through DTC’s book entry-system on such terms as the Sponsor may from time to time determine.
 
Suspension or Rejection of Redemption Orders
 
The Sponsor may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca, CBOT or ICE is closed other than customary weekend or holiday closings, or trading on the NYSE Arca or any of the applicable exchanges, is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasury Securities is not reasonably practicable, (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders, (4) if there is a possibility that any or all of the Benchmark Component Futures Contracts of the applicable Fund on the exchange from which the NAV of the Fund is calculated will be priced at a daily price limit restriction, or (5) if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its Shareholders.  
 
For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of a Fund’s assets at an appropriate value to fund a redemption.  If the Sponsor has difficulty liquidating a Fund’s positions, e.g., because of a market disruption event in the futures markets or an unanticipated delay in the liquidation of a position in an over-the-counter contract, it may be appropriate to suspend redemptions until such time as such circumstances are rectified.  None of the Sponsor, the Distributor, or the transfer agent will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
 
Redemption orders must be made in whole baskets. The Sponsor will reject a redemption order if the order is not in proper form as described in the Authorized Purchaser Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.  The Sponsor may also reject a redemption order if the number of Shares being redeemed would reduce the remaining outstanding Shares below the minimum levels established or less, unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding Shares and can deliver them. The minimum number of shares for each Fund is presented above in the section titled Minimum Number of Shares.
 
Creation and Redemption Transaction Fees
 
To compensate the Sponsor for its expenses in connection with the creation and redemption of baskets, an Authorized Purchaser is required to pay a transaction fee to the Sponsor. The fees for all Funds as of December 31, 2018 are a flat $250 per creation or redemption order.
 
The transaction fees may be reduced, increased or otherwise changed by the Sponsor.
 
Tax Responsibility
 
Authorized Purchasers are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Purchaser, and agree to indemnify the Sponsor and the Fund if they are required by law to pay any such tax, together with any applicable penalties, additions to tax and interest thereon.
 
 
The Trust Agreement
 
The following paragraphs are a summary of certain provisions of the Trust Agreement. The following discussion is qualified in its entirety by reference to the Trust Agreement.
 
Authority of the Sponsor
 
The Sponsor is generally authorized to perform all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust.  The Trust and the Funds will continue to exist until terminated in accordance with the Trust Agreement.  The Sponsor’s authority includes, without limitation, the right to take the following actions:
 
To enter into, execute, deliver and maintain contracts, agreements and any other documents as may be in furtherance of the Trust’s purpose or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities;
 
To establish, maintain, deposit into, sign checks and otherwise draw upon accounts on behalf of the Trust with appropriate banking and savings institutions, and execute and accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes;
 
To supervise the preparation and filing of any registration statement (and supplements and amendments thereto) for the Fund;
 
To adopt, implement or amend, from time to time, such disclosure and financial reporting, information gathering and control policies and procedures as are necessary or desirable to ensure compliance with applicable disclosure and financial reporting obligations under any applicable securities laws;
 
To make any necessary determination or decision in connection with the preparation of the Trust’s financial statements and amendments thereto;
 
To prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the 1934 Act, the Commodity Exchange Act (the “CEA”) or rules and regulations promulgated thereunder;
 
To pay or authorize the payment of distributions to the Shareholders and expenses of the Fund;
 
To make any elections on behalf of the Trust under the Code, or any other applicable U.S. federal or state tax law as the Sponsor shall determine to be in the best interests of the Trust; and
 
In its sole discretion, to determine to admit an affiliate or affiliates of the Sponsor as additional Sponsors.
 
The Sponsor’s Obligations
 
In addition to the duties imposed by the Delaware Trust Statute, under the Trust Agreement the Sponsor has the following obligations as a sponsor of the Trust:
 
Devote to the business and affairs of the Trust such of its time as it determines in its discretion (exercised in good faith) to be necessary for the benefit of the Trust and the Shareholders of the Fund;
 
Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions;
 
Appoint and remove independent public accountants to audit the accounts of the Trust and employ attorneys to represent the Trust;
 
Use its best efforts to maintain the status of the Trust as a statutory trust for state law purposes and each Fund as a partnership for U.S. federal income tax purposes;
 
Invest, reinvest, hold uninvested, sell, exchange, write options on, lease, lend and, subject to certain limitations set forth in the Trust Agreement, pledge, mortgage, and hypothecate the estate of the Fund in accordance with the purposes of the Trust and any registration statement filed on behalf of the Fund;
 
Have fiduciary responsibility for the safekeeping and use of the Trust’s assets, whether or not in the Sponsor’s immediate possession or control;
 
Enter into and perform agreements with each Authorized Purchaser, receive from Authorized Purchasers and process properly submitted purchase orders, receive Creation Basket Deposits, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Purchaser submitting a purchase order;
 
Receive from Authorized Purchasers and process, or cause the Distributor or other Fund service provider to process, properly submitted redemption orders, receive from the redeeming Authorized Purchasers through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed;
 
Interact with the Depository; and
 
Delegate duties to one or more administrators, as the Sponsor determines
 
To the extent that, at law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, or the Funds the Shareholders or to any other person, the Sponsor will not be liable to the Trust or the Funds, the Shareholders or to any other person for its good faith reliance on the provisions of the Trust Agreement unless such reliance constitutes gross negligence or willful misconduct on the part of the Sponsor.
 
 
Liability and Indemnification
 
Under the Trust Agreement, the Sponsor, the Trustee and their respective Affiliates (collectively, “Covered Persons”) shall have no liability to the Trust, the Fund, or to any Shareholder for any loss suffered by the Trust or the Fund which arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust or the Fund and such course of conduct did not constitute gross negligence or willful misconduct of such Covered Person.  Subject to the foregoing, neither the Sponsor nor any other Covered Person shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Shareholder or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to the Trust Agreement shall be made solely from the assets of the applicable Teucrium Fund without any rights of contribution from the Sponsor or any other Covered Person. A Covered Person shall not be liable for the conduct or willful misconduct of any administrator or other delegatee selected by the Sponsor with reasonable care, provided, however, that the Trustee and its Affiliates shall not, under any circumstances be liable for the conduct or willful misconduct of any administrator or other delegatee or any other person selected by the Sponsor to provide services to the Trust.
 
To the extent that, at law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating to the Trust, the Funds, the shareholders of the Funds, or to any other person, the Sponsor, acting under the Trust Agreement, shall not be liable to the Trust, the Funds, the shareholders of the Funds or to any other person for its good faith reliance on the provisions of the Trust Agreement.  The provisions of the Trust Agreement, to the extent they restrict or eliminate the duties and liabilities of the Sponsor otherwise existing at law or in equity, replace such other duties and liabilities of the Sponsor.
 
The Trust Agreement also provides that the Sponsor shall be indemnified by the Trust (or by a series separately to the extent the matter in question relates to a single series or disproportionately affects a specific series in relation to other series) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the assets of the applicable series.  The Sponsor’s rights to indemnification permitted under the Trust Agreement shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor.
 
Notwithstanding the above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.
 
The payment of any indemnification shall be allocated, as appropriate, among the Trust’s series.  The Trust and its series shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is prohibited under the Trust Agreement.
 
Expenses incurred in defending a threatened or pending action, suit or proceeding against the Sponsor shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust in cases in which it is not entitled to indemnification. 
 
The Trust Agreement provides that the Sponsor and the Trust shall indemnify the Trustee and its successors, assigns, legal representatives, officers, directors, shareholders, employees, agents and servants (the “Trustee Indemnified Parties”) against any liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, costs, expenses or disbursements which may be imposed on a Trustee Indemnified Party relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party, or the action or inaction of the Trustee under the Trust Agreement or any other agreement, except for expenses resulting from the gross negligence or willful misconduct of a Trustee Indemnified Party.  Further, certain officers of the Sponsor are insured against liability for certain errors or omissions which an officer may incur or that may arise out of his or her capacity as such.
 
In the event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any liability or expense as a result of or in connection with any Shareholder’s (or assignee’s) obligations or liabilities unrelated to the Trust business, such Shareholder (or assignees cumulatively) is required under the Trust Agreement to indemnify the Trust for all such liability and expense incurred, including attorneys’ and accountants’ fees.
 
Withdrawal of the Sponsor
 
The Sponsor may withdraw voluntarily as the Sponsor of the Trust only upon ninety (90) days’ prior written notice to the holders of the Trust’s outstanding shares and the Trustee.  If the withdrawing Sponsor is the last remaining Sponsor, shareholders holding a majority (over 50%) of the outstanding shares of the Funds voting together as a single class (not including shares acquired by the Sponsor through its initial capital contribution) may vote to elect a successor Sponsor.  The successor Sponsor will continue the business of the Trust.  Shareholders have no right to remove the Sponsor.
 
In the event of withdrawal, the Sponsor is entitled to a redemption of the shares it acquired through its initial capital contribution to any of the series of the Trust at their NAV per share.  If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.
 
 
Meetings
 
Meetings of the Shareholders of the Trust’s Series may be called by the Sponsor and will be called by it upon the written request of Shareholders holding at least 25% of the Shares of the Trust or a Fund, as applicable (not including Shares acquired by the Sponsor through its initial capital contribution), to vote on any matter with respect to which Shareholders have a right to vote under the Trust Agreement.  The Sponsor shall deposit in the United States mail or electronically transmit written notice to all Shareholders of a Fund of the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor more than 60 days after the date of mailing of such notice, at a reasonable time and place.  When the meeting is being requested by Shareholders, the notice of the meeting shall be mailed or transmitted within 45 days after receipt of the written request from Shareholders.  Any notice of meeting shall be accompanied by a description of the action to be taken at the meeting.  Shareholders may vote in person or by proxy at any such meeting.  Any action required or permitted to be taken by Shareholders by vote may be taken without a meeting by written consent setting forth the actions so taken.  Such written consents shall be treated for all purposes as votes at a meeting.  If the vote or consent of any Shareholder to any action of the Trust, a Fund, the Funds or any Shareholder, as contemplated by the Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in accordance with the Trust Agreement.
 
Voting Rights
 
Shareholders have very limited voting rights.  Specifically, the Trust Agreement provides that shareholders of the Funds holding shares representing at least a majority (over 50%) of the outstanding shares of the Funds voting together as a single class (excluding shares acquired by the Sponsor in connection with its initial capital contribution to any Trust series) may vote to (i) continue the Trust by electing a successor Sponsor as described above, and (ii) approve amendments to the Trust Agreement that impair the right to surrender Redemption Baskets for redemption.  (Trustee consent to any amendment to the Trust Agreement is required if the Trustee reasonably believes that such amendment adversely affects any of its rights, duties or liabilities.)  In addition, shareholders of the Funds holding shares representing seventy-five percent (75%) of the outstanding shares of the Funds, voting together as a single class (excluding shares acquired by the Sponsor in connection with its initial capital contribution to any Trust series) may vote to dissolve the Trust upon not less than ninety (90) days’ notice to the Sponsor.  Shareholders have no voting rights with respect to the Trust or a Fund except as expressly provided in the Trust Agreement.  For TAGS, fund Shareholders have no voting rights with respect to shares of the Underlying Funds held by that Fund.
 
Limited Liability of Shareholders
 
Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware, and no Shareholder shall be liable for claims against, or debts of the Trust or the Fund in excess of his share of a Fund’s assets.  The Trust or a Fund shall not make a claim against a Shareholder with respect to amounts distributed to such Shareholder or amounts received by such Shareholder upon redemption unless, under Delaware law, such Shareholder is liable to repay such amount.
 
The Trust or a Fund shall indemnify to the full extent permitted by law and the Trust Agreement each Shareholder (excluding the Sponsor to the extent of its ownership of any Shares acquired through its initial capital contribution) against any claims of liability asserted against such Shareholder solely because of its ownership of Shares (other than for taxes on income from Shares for which such Shareholder is liable). 
 
Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust or a Fund shall give notice to the effect that the same was executed or made by or on behalf of the Trust or a Fund and that the obligations of such instrument are not binding upon the Shareholders individually but are binding only upon the assets and property of a Fund and no recourse may be had with respect to the personal property of a Shareholder for satisfaction of any obligation or claim.
 
The Sponsor Has Conflicts of Interest
 
There are present and potential future conflicts of interest in the Trust’s structure and operation you should consider before you purchase Shares.  The Sponsor may use this notice of conflicts as a defense against any claim or other proceeding made.
 
The Sponsor’s principals, officers and employees, do not devote their time exclusively to the Funds.  Under the organizational documents of the Sponsor, Mr. Sal Gilbertie in his respective capacities as President, Chief Investment Officer of the Sponsor and Chief Executive Officer and Secretary of the Sponsor, is obligated to use commercially reasonable efforts to manage the Sponsor, devote such amount of time to the Sponsor as would be consistent with his role in similarly placed commodity pool operators, and remain active in managing the Sponsor until he is no longer managing members of the Sponsor or the Sponsor dissolves.  In addition, the Sponsor expects that operating the Teucrium Funds will generally constitute the principal and full-time business activity of its principals, officers and employees.  Notwithstanding these obligations and expectations, the Sponsor’s principals may be directors, officers or employees of other entities, and may manage assets of other entities, including the other Teucrium Funds, through the Sponsor or otherwise.  In particular, the principals could have a conflict between his responsibilities to the Fund on the one hand and to those other entities on the other.  The Sponsor believes that it currently has sufficient personnel, time, and working capital to discharge its responsibilities to the Fund in a fair manner and that these persons’ conflicts should not impair his ability to provide services to the Fund.  However, it is not possible to quantify the proportion of his time that the Sponsor’s personnel will devote to the Fund and its management.
 
The Sponsor and its principals, officers and employees may trade futures and related contracts for their own accounts.  Shareholders will not be permitted to inspect the trading records of such persons or any written policies of the Sponsor related to such trading.  A conflict of interest may exist if their trades are in the same markets and at approximately the same times as the trades for the Fund.  A potential conflict also may occur when the Sponsor’s principals trade their accounts more aggressively or take positions in their accounts which are opposite, or ahead of, the positions taken by the Fund.
 
The Sponsor has sole current authority to manage the investments and operations of the Fund, and this may allow it to act in a way that furthers its own interests rather than your best interests, including the authority of the Sponsor to allocate expenses to and between the Funds.  Shareholders have very limited voting rights, which will limit their ability to influence matters such as amendment of the Trust Agreement, change in the Fund’s basic investment policies, or dissolution of the Fund or the Trust.
 
The Sponsor serves as the Sponsor to the Teucrium Funds, and may in the future serve as the Sponsor or investment adviser to commodity pools other than the Teucrium Funds.  The Sponsor may have a conflict to the extent that its trading decisions for the Fund may be influenced by the effect they would have on the other pools it manages.  In addition, the Sponsor may be required to indemnify the officers and directors of the other pools, if the need for indemnification arises.  This potential indemnification will cause the Sponsor’s assets to decrease.  If the Sponsor’s other sources of income are not sufficient to compensate for the indemnification, it could cease operations, which could in turn result in Fund losses and/or termination of the Fund.
 
 
If the Sponsor acquires knowledge of a potential transaction or arrangement that may be an opportunity for the Fund, it shall have no duty to offer such opportunity to the Fund.  The Sponsor will not be liable to the Fund or the Shareholders for breach of any fiduciary or other duty if Sponsor pursues such opportunity or directs it to another person or does not communicate such opportunity to the Fund.  Neither the Fund nor any Shareholder has any rights or obligations by virtue of the Trust Agreement, the trust relationship created thereby, or this prospectus in such business ventures or the income or profits derived from such business ventures.  The pursuit of such business ventures, even if competitive with the activities of the Fund, will not be deemed wrongful or improper.
  
Resolution of Conflicts Procedures
 
The Trust Agreement provides that whenever a conflict of interest exists between the Sponsor or any of its Affiliates, on the one hand, and the Trust, any shareholder of a Trust series, or any other person, on the other hand, the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles.  In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of the Trust Agreement or any other agreement contemplated therein or of any duty or obligation of the Sponsor at law or in equity or otherwise.
 
The Sponsor or any affiliate thereof may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor.  If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directors such opportunity to, another person or does not communicate such opportunity or information to the Trust.  Neither the Trust nor any Shareholder shall have any rights or obligations by virtue of the Trust Agreement or the trust relationship created thereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper.  Except to the extent expressly provided in the Trust Agreement, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any affiliate of the Trust or the Shareholders. 
 
Regulatory Considerations
 
The regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading on an exchange or trading facility.
 
In addition, considerable regulatory attention has been focused on non-traditional publicly distributed investment pools such as the Funds.  Furthermore, various national governments have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate the derivatives markets in general.  The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.
 
Pursuant to authority in the CEA, the NFA has been formed and registered with the CFTC as a registered futures association.  At the present time, the NFA is the only self-regulatory organization for commodity interest professionals, other than futures exchanges.  The CFTC has delegated to the NFA responsibility for the registration of CPOs and FCMs and their respective associated persons.  The Sponsor and the Fund’s clearing broker are members of the NFA.  As such, they will be subject to NFA standards relating to fair trade practices, financial condition and consumer protection. The NFA also arbitrates disputes between members and their customers and conducts registration and fitness screening of applicants for membership and audits of its existing members.  Neither the Trust nor the Funds are required to become a member of the NFA. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. As noted above, considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy.
 
The CFTC possesses exclusive jurisdiction to regulate the activities of commodity pool operators and commodity trading advisors with respect to “commodity interests,” such as futures and swaps and options, and has adopted regulations with respect to the activities of those persons and/or entities.  Under the Commodity Exchange Act (“CEA”), a registered commodity pool operator, such as the Sponsor, is required to make annual filings with the CFTC and the NFA describing its organization, capital structure, management and controlling persons.  In addition, the CEA authorizes the CFTC to require and review books and records of, and documents prepared by, registered commodity pool operators.  Pursuant to this authority, the CFTC requires commodity pool operators to keep accurate, current and orderly records for each pool that they operate.  The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying such person trading privileges on any exchange, and (3) in certain other circumstances.  Suspension, restriction or termination of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be reinstated, from managing the Funds, and might result in the termination of a Fund if a successor sponsor is not elected pursuant to the Trust Agreement.  Neither the Trust nor the Funds are required to be registered with the CFTC in any capacity.
 
The Funds’ investors are afforded prescribed rights for reparations under the CEA.  Investors may also be able to maintain a private right of action for violations of the CEA.  The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker, commodity trading advisor, CPO, and their respective associated persons.
 
The regulations of the CFTC and the NFA prohibit any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC, or membership in the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading program or objectives.  The registrations and memberships of the parties described in this summary must not be considered as constituting any such approval or endorsement.  Likewise, no futures exchange has given or will give any similar approval or endorsement.
 
 
Trading venues in the United States are subject to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market (i.e. a futures exchange) or a swap execution facility. Clearing organizations are also subject to the CEA and the rules and regulations adopted thereunder as administered by the CFTC. The CFTC’s function is to implement the CEA’s objectives of preventing price manipulation and excessive speculation and promoting orderly and efficient commodity interest markets. In addition, the various exchanges and clearing organizations themselves as self-regulatory organizations exercise regulatory and supervisory authority over their member firms.
 
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic crisis of 2008 and 2009 and it significantly altered the regulatory regime to which the securities and commodities markets are subject. To date, the CFTC has issued proposed or final versions of almost all of the rules it is required to promulgate under the Dodd-Frank Act, and it continues to issue proposed versions of additional rules that it has authority to promulgate. Provisions of the new law include the requirement that position limits be established on a wide range of commodity interests,  including agricultural, energy, and metal-based commodity futures contracts, options on such futures contracts and uncleared swaps that are economically equivalent to such futures contracts and options (“Reference Contracts”); new registration and recordkeeping requirements for swap market participants; capital and margin requirements for “swap dealers” and “major swap participants,” as determined by the new law and applicable regulations; reporting of all swap transactions to swap data repositories; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions that were historically entered into in the over-the-counter market, but are now designated as subject to the clearing requirement; and margin requirements for over-the-counter swaps that are not subject to the clearing requirements. 
 
The Dodd-Frank Act was intended to reduce systemic risks that may have contributed to the 2008/2009 financial crisis. Since the first draft of what became the Dodd-Frank Act, opponents have criticized the broad scope of the legislation and, in particular, the regulations implemented by federal agencies as a result. Since 2010, and most notably in 2015 and 2016, Republicans have proposed comprehensive legislation both in the House and the Senate of the US Congress. These bills are intended to pare back some of the provisions of the Dodd-Frank Act of 2010 that critics view as overly broad, unnecessary to the stability of the U.S. financial system, and inhibiting the growth of the U.S. economy. Further, during the campaign and after taking office, President Donald J. Trump has promised and issued several executive orders intended to relieve the financial burden created by the Dodd-Frank Act, although these executive orders only set forth several general principles to be followed by the federal agencies and do not mandate the wholesale repeal of the Dodd-Frank Act. The scope of the effect that passage of new financial reform legislation could have on U.S. securities, derivatives and commodities markets is not clear at this time because each federal regulatory agency would have to promulgate new regulations to implement such legislation. Nevertheless, regulatory reform may have a significant impact on U.S.-regulated entities.
 
Management believes that as of December 31, 2018, it had fulfilled in a timely manner all Dodd-Frank or other regulatory requirements to which it is subject.
 
Position Limits, Aggregation Limits, Price Fluctuation Limits
 
On December 16, 2016, the CFTC issued a final rule to amend part 150 of the CFTC’s regulations with respect to the policy for aggregation under the CFTC’s position limits regime for futures and option contracts on nine agricultural commodities (“the Aggregation Requirements”). This final rule addressed the circumstances under which market participants would be required to aggregate all their positions, for purposes of the position limits, of all positions in Reference Contracts of the 9 agricultural commodities held by a single entity and its affiliates, regardless of whether such positions exist on US futures exchanges, non-US futures exchanges, or in over-the-counter swaps.  An affiliate of a market participant is defined as two or more persons acting pursuant to an express or implied agreement or understanding.  The Aggregation Requirements became effective on February 14, 2017. On August 10, 2017, the CFTC issued a No-Action Relief Letter No. 17-37 to clarify several provisions under Regulation 150.4, regarding position aggregation filing requirements of market participants. The Sponsor does not anticipate that this order will have an impact on the ability of a Fund to meet its respective investment objectives.
 
In addition, on December 30, 2016, the CFTC reproposed regulations that would establish revised specific limits on speculative positions in futures contracts, option contracts and swaps on 25 agricultural, energy and metals commodities (the “Proposed Position Limit Rules”).
 
The Proposed Position Limit Rules were a reproposal and the CFTC has requested comments from the public. It remains to be seen whether the Proposed Position Limit Rules will become effective as the CFTC has proposed, as comments could result in modifications to the proposed limits or implementation could be delayed for other reasons. In general, the Proposed Position Limit Rules do not appear to have a substantial or adverse effect on the Funds. However, if the total net assets of a Fund were to increase significantly from current levels, the Position Limit Rules as proposed could negatively impact the ability of a Fund to meet its respective investment objectives through limits that may inhibit the Sponsor’s ability to sell additional Creation Baskets of the Fund. However, it is not expected that any Fund will reach asset levels that would cause these position limits to be reached in the near future.
 
 
In addition, the Proposed Position Limit Rules state that the CFTC will review, and may amend, the Position Limit Rules at a minimum every two years and more often as deemed necessary. Such future amendments may affect a Fund or Funds, and it may, at that time, be substantial and adverse.  By way of example, future amendments, in combination with the Position Limit Rules, may negatively impact the ability of the Fund to meet its respective investment objectives through limits that may inhibit the Sponsor’s ability to sell additional Creation Baskets of the Fund, if the total net assets of a Fund grow significantly from current levels.
 
The futures exchanges, e.g. the CME, may under the Proposed Position Limit Rules impose position limits which are lower than those imposed by the CFTC. Such a limit by an exchange on which a Fund trades futures contracts may negatively and adversely impact the ability of the Fund to meet its respective investment objectives through limits that may inhibit the Sponsor’s ability to sell additional Creation Baskets of the Fund. No such lower limits by an exchange are currently in place.
 
The aggregate position limits currently in place under the current position limits and the Aggregation Requirements are as follows for each of the commodities traded by the Funds:
 
Commodity Future
 
Spot Month Position Limit
 
All Month Aggregate Position Limit
 
corn
 
600 contracts
 
33,000 contracts
 
soybeans
 
600 contracts
 
15,000 contracts
 
sugar
 
5,000 contracts
 
Only Accountability Limits
 
wheat
 
600 contracts
 
12,000 contracts
 
 
The aggregate speculative position limits currently as proposed in the Proposed Position Limit Rules are as follows for each of the commodities traded by the Funds:
 
Commodity Future
 
Spot Month Position Limit
 
All Month Aggregate Position Limit
 
corn
 
600 contracts
 
62,400 contracts
 
soybeans
 
600 contracts
 
31,900 contracts
 
sugar
 
23,300 contracts
 
38,400 contracts
 
wheat
 
600 contracts
 
32,800 contracts
 
 

Accountability levels differ from position limits in that they do not represent a fixed ceiling, but rather a threshold above which a futures exchange may exercise greater scrutiny and control over an investor’s positions.  If a Fund were to exceed an applicable accountability level for investments in futures contracts, the exchange will monitor the Fund’s exposure and may ask for further information on its activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of the Fund.  If deemed necessary by the exchange, the Fund could be ordered to reduce its aggregate net position back to the accountability level. 
 
In addition to position limits and accountability levels, the exchanges set daily price fluctuation limits on futures contracts.  The daily price fluctuation limit establishes the maximum amount that the price of futures contracts may vary either up or down from the previous day’s settlement price.  Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit.
 
As of May 1, 2014, the CME replaced the fixed price fluctuation limits with variable price limits for corn, soybeans and wheat. The change, which is now effective and is described in the CME Group Special Executive Report S-7038 and can be accessed at http://www.cmegroup.com/tools-information/lookups/advisories/ser/SER-7038.html.
 
 
Margin for OTC Uncleared Swaps
 
During 2015 and 2016, the CFTC and the US bank prudential regulators completed their rulemakings under the Dodd-Frank Act on margin for uncleared over-the-counter swaps (and option agreements that qualify as swaps). Margin requirements went into effect for the largest swap entities in September 2016 and went into effect for small financial entities in March 2017. Under these regulations, swap dealers (such as sell-side counterparties to swaps), major swap participants, and financial end users (such as buy-side counterparties to swaps who are not physical traders) are required in most instances, to post and collect initial and variation margin, depending on the regulatory classification of their counterparty. European and Asian regulators are also implementing similar regulations, which were scheduled to become effective on the same dates as the US-promulgated rules. As a result of these requirements, additional capital will be required to be committed to the margin accounts to support transactions involving uncleared over-the-counter swaps and, consequently, these transactions may become more expensive. While the Funds currently do not generally engage in uncleared over the counter swaps, to the extent they do so in the future, the additional margin required to be posted could adversely impact the profitability (if any) to the Funds from entering into these transactions.
 
Books and Records
 
The Trust keeps its books of record and account at its office located at Three Main Street, Suite 215, Burlington Vermont 05401, or at the offices of U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), the Administrator, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, or such office, including of an administrative agent, as it may subsequently designate upon notice.  The books of account of the Fund are open to inspection by any Shareholder (or any duly constituted designee of a Shareholder) at all times during the usual business hours of the Fund upon reasonable advance notice to the extent such access is required under CFTC rules and regulations.  In addition, the Trust keeps a copy of the Trust Agreement on file in its office which will be available for inspection by any Shareholder at all times during its usual business hours upon reasonable advance notice.
 
SEC Reports
 
The Sponsor makes available, free of charge, on the website for each Fund, the annual reports on Form 10-K for the Trust, the quarterly reports on Form 10-Q for the Trust, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after these documents are filed with, or furnished to, the SEC. The documents that the Trust has filed with, or furnished to, the SEC may be found on the Fund’s website under the heading “Fund Information-Filings.”  The website for CORN is www.teucriumcornfund.com; for CANE is www.teucriumcanefund.com; for SOYB is www.teucriumsoybfund.com; for WEAT is www.teucriumweatfund.com; and for TAGS is www.teucriumtagsfund.com. These reports are also available from the SEC through that agency’s website at: www.sec.gov and will be provided free of charge in paper or electronically on request.
 
CFTC Reports
 
The Sponsor makes available, free of charge, on the website for each Fund, the monthly statements of account required to be filed pursuant to Rule 4.22(h) under the Commodity Exchange Act.
 
Intellectual Property
 
On December 17, 2013 the Sponsor was issued a patent on certain business methods and procedures used with respect to the Funds.
 
Item 1A. Risk Factors
 
The risk factors should be read in conjunction with the other information included in this annual report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and the Results of Operations, as well as the financial statements and the related footnotes for the Trust and the Funds.
 
The commodity interests in which each of the Funds invests, and in which TAGS invests indirectly through the Shares of the Underlying Funds, are referred to as Commodity Interests and for each Fund individually as the specific Commodity Interests, e.g. Corn Interests.
 
Additional information regarding many of the risk areas outlined below can be found in the section of this Form on 10-K entitled: Part I, Item 1. Business, which precedes this section. A discussion of the global information for each specific underlying commodity can be found in Part I, in the section titled “Market Outlook.”
 
 
Risks Applicable to all Funds
 
There are Risks Related to Fund Structure and Operations of the Funds
 
Unlike mutual funds, commodity pools and other investment pools that manage their investments so as to realize income and gains for distribution to their investors, a Fund generally does not distribute dividends to Shareholders. You should not invest in a Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for other purposes.
 
The Sponsor has consulted with legal counsel, accountants and other advisers regarding the formation and operation of the Trust and the Funds. No counsel has been appointed to represent you in connection with the offering of Shares. Accordingly, you should consult with your own legal, tax and financial advisers regarding the desirability of an investment in the Shares.
 
The Sponsor intends to re-invest any income and realized gains of a Fund in additional Commodity Interests, or Shares of the Underlying Funds in the case of TAGS, rather than distributing cash to Shareholders. Although a Fund does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in Commodity Interests, corn for example, and where investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. Cash distributions may be made in these and similar instances.
 
A Fund must pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, the Financial Industry Regulatory Authority (“FINRA”), or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. Each Fund also pays the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Each Fund, excluding TAGS, is also contractually obligated to pay a management fee to the Sponsor. Such fees may be waived by the Sponsor at its discretion. Accordingly, each Fund must have sufficient total net assets to be able realize in actuality the total expense ratio filed in regulatory filings.
 
A Fund may terminate at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation of the Sponsor would cause the Trust to terminate unless shareholders holding a majority of the outstanding shares of the Trust elect within 90 days of the event to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate a Fund if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund. The Fund’s termination would result in the liquidation of its investments and the distribution of its remaining assets to the Shareholders on a pro rata basis in accordance with their Shares, and the Fund could incur losses in liquidating its investments in connection with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio. Any expenses related to the operation of a Fund would need to be paid by the Fund at the time of termination.
 
To the extent that investors use a Fund as a means of investing indirectly in a specific Commodity Interest, there is the risk that the changes in the price of the Fund’s Shares on the NYSE Arca will not closely track the changes in spot price of that Commodity Interest. This could happen if the price of Shares traded on the NYSE Arca does not correlate with the Fund’s NAV, if the changes in the Fund’s NAV do not correlate with changes in the Benchmark, or if the changes in the Benchmark do not correlate with changes in the cash or spot price of the specific Commodity Interest. This is a risk because if these correlations are not sufficiently close, then investors may not be able to use the Fund as a cost-effective way to invest indirectly in the specific Commodity Interest, or the underlying specific Commodity Interest in the case of TAGS, or as a hedge against the risk of loss in commodity-related transactions.
 
Only an Authorized Purchaser may engage in creation or redemption transactions directly with the Funds. The Funds have a limited number of institutions that act as Authorized Purchasers. To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Funds and no other Authorized Purchaser is able to step forward to create or redeem Creation Units, Fund shares may trade at a discount to NAV and possibly face trading halts and/or delisting. In addition, a decision by a market maker or lead market maker to step away from activities for a Fund, particularly in times of market stress, could adversely affect liquidity, the spread between the bid and ask quotes for the Fund’s Shares, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue.
 
An investment in a Fund faces numerous risks from its shares being traded in the secondary market, any of which may lead to the Fund’s shares trading at a premium or discount to NAV. Although Fund shares are listed for trading on the NYSE Arca, there can be no assurance that an active trading market for such shares will develop or be maintained. Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. There can be no assurance that the requirements of the NYSE Arca necessary to maintain the listing of any Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. The NAV of each Fund’s shares will generally fluctuate with changes in the market value of the Fund’s portfolio holdings. The market prices of shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply and demand of shares on the NYSE Arca. It cannot be predicted whether a Fund's shares will trade below, at or above their NAV. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares. Trading volume of the shares of each Fund could be affected by investors who trade significant quantities of shares on any given business day. Such investors may or may not file all SEC filings as required. In addition, if interest rates realized on cash balances were to decline, there is a risk that the net investment ratio of the Funds may increase from the current level.
 
 
Neither the Trust, nor any of the Funds, is an investment company subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute, which, for example, requires investment companies to have a board of directors with a majority of disinterested directors and regulates the relationship between the investment company and its investment manager.
 
The arrangements between clearing brokers and counterparties on the one hand, and the Funds on the other, generally are terminable by the clearing brokers or counterparty upon notice to the Funds. In addition, the agreements between the Funds and their third-party service providers, such as the Distributor and the Custodian, are generally terminable at specified intervals. Upon termination, the Sponsor may be required to renegotiate or make other arrangements for obtaining similar services if the Funds intend to continue to operate. Comparable services from another party may not be available, or even if available, these services may not be available on the terms as favorable as those of the expired or terminated arrangements.
 
The Sponsor does not employ trading advisors for the Funds; however, it reserves the right to employ them in the future. The only advisor to the Funds is the Sponsor. A lack of independent trading advisors may be disadvantageous to the Funds because they will not receive the benefit of their independent expertise.
 
The Sponsor’s trading strategy is quantitative in nature, and it is possible that the Sponsor will make errors in its implementation. The execution of the quantitative strategy is subject to human error, such as incorrect inputs into the Sponsor’s computer systems and incorrect information provided to the Funds’ clearing brokers. In addition, it is possible that a computer or software program may malfunction and cause an error in computation. Any failure, inaccuracy or delay in executing the Funds’ transactions could affect its ability to achieve its investment objective. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions. The Sponsor is not required to reimburse a Fund for any costs associated with an error in the placement or execution of a trade in commodity futures interests or shares of the Underlying Funds.
 
The Funds’ trading activities depend on the integrity and performance of the computer and communications systems supporting them. Extraordinary transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster or other catastrophe could cause the computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure of the systems that the Sponsor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damages to the Sponsor’s and Funds’ reputations, increased operational expenses and diversion of technical resources.
 
The development of complex computer and communications systems and new technologies may render the existing computer and communications systems supporting the Funds’ trading activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, clearing brokers and the executing brokers. As a result, if these third parties upgrade their systems, the Sponsor will need to make corresponding upgrades to continue effectively its trading activities. The Funds’ future success may depend on the Funds’ ability to respond to changing technologies on a timely and cost-effective basis.
 
The Funds depend on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the Sponsor uses to conduct trading activities. Failure or inadequate performance of any of these systems could adversely affect the Sponsor’s ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce the Funds’ available capital. For example, unavailability of price quotations from third parties may make it difficult or impossible for the Sponsor to conduct trading activities so that each Fund will closely track its Benchmark. Unavailability of records from brokerage firms may make it difficult or impossible for the Sponsor to accurately determine which transactions have been executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.
 
The operations of the Funds, the exchanges, brokers and counterparties with which the Funds do business, and the markets in which the Funds do business could be severely disrupted in the event of a major terrorist attack, natural disaster, or the outbreak, continuation or expansion of war or other hostilities. Global terrorist attacks, anti-terrorism initiatives, and political unrest continue to fuel this concern. In addition, a prolonged U.S. government shutdown could weaken the U.S. economy, interfere with the commodities markets that rely upon data published by U.S. federal government agencies, and prevent the Funds from receiving necessary regulatory review or approvals.
 
Failures or breaches of the electronic systems of the Funds, the Sponsor, the Custodian or mutual funds or other financial institutions in which the Funds invest, or the Funds’ other service providers, market makers, Authorized Purchasers, NYSE Arca, exchanges on which Futures Contracts or Other Commodity Interests are traded or cleared, or counterparties have the ability to cause disruptions and negatively impact the Funds’ business operations, potentially resulting in financial losses to a Fund and its shareholders. Such failures or breaches may include intentional cyber attacks that may result in an unauthroized party gaining accesss to electronic systems in order to misappropriate a Fund's assets or sensitive information. While the Funds have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Funds cannot control the cyber security plans and systems of the Custodian or mutual funds or other financial institutions in which the Funds invest, or the Funds’ other service providers, market makers, Authorized Purchasers, NYSE Arca, exchanges on which Futures Contracts or Other Commodity Interests are traded or cleared, or counterparties.
 
The Trust may, in its discretion, suspend the right to redeem Shares of a Fund or postpone the redemption settlement date: (1) for any period during which an applicable exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; (3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders; (4) if there is a possibility that any or all of the Benchmark Component Futures Contracts of a Fund on the specific exchange where the Fund is traded and from which the NAV of the Fund is calculated will be priced at a daily price limit restriction; or (5) if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of a Fund or its Shareholders. In addition, the Trust will reject a redemption order if the order is not in proper form as described in the agreement with the Authorized Purchaser or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. For example, the resulting delay may adversely affect the value of the Shareholder’s redemption proceeds if the NAV of a Fund declines during the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable for any loss or damage that may result from any such suspension or postponement. A minimum number of baskets and associated Shares are specified for each Fund in its prospectus and in Part I, Item 1 of this document. Once that minimum number of Shares outstanding is reached, there can be no further redemptions until there has been a Creation Basket.
 
 
The Intraday Indicative Value (“IIV”) and the Benchmark for each Fund are calculated and disseminated by ICE Data Indices, LLC under an agreement between the Sponsor. Additionally, information may be calculated and disseminated under similar agreements between the Sponsor and other third-party entities. Although reasonable efforts are taken to ensure the accuracy of the information disseminated under this agreement, there may, from time to time, be recalculations of previously released information.
 
Third parties may assert that the Sponsor has infringed or otherwise violated their intellectual property rights. Third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of the Sponsor and claim that the Sponsor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Sponsor may have to litigate in the future to determine the validity and scope of other parties’ proprietary rights, or defend itself against claims that it has infringed or otherwise violated other parties’ rights. Any litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, may divert resources from the Fund, or may require the Sponsor to change its proprietary software and other technology or enter into royalty or licensing agreements. The Sponsor has a patent on certain business methods and procedures used with respect to the Funds. The Sponsor utilizes certain proprietary software. Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive advantage of the Sponsor or the Funds and/or cause the Sponsor to take legal action to protect its rights.
 
In managing and directing the day-to-day activities and affairs of these Funds, the Sponsor relies almost entirely on a small number of individuals, including Mr. Sal Gilbertie, Mr. Steve Kahler and Ms. Cory Mullen-Rusin. If Mr. Gilbertie, Mr. Kahler or Ms. Mullen-Rusin were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Funds. To the extent that the Sponsor establishes additional commodity pools, even greater demands will be placed on these individuals.
 
The Sponsor was formed for the purpose of managing the Trust, including all the Funds, and any other series of the Trust that may be formed in the future, and has been provided with capital primarily by its principals and a small number of outside investors. If the Sponsor operates at a loss for an extended period, its capital will be depleted, and it may be unable to obtain additional financing necessary to continue its operations. If the Sponsor were unable to continue to provide services to these Funds, the Funds would be terminated if a replacement Sponsor could not be found.
 
You cannot be assured that the Sponsor will be willing or able to continue to service each Fund for any length of time. The Sponsor was formed for the purpose of sponsoring the Funds and other commodity pools, and has limited financial resources and no significant source of income apart from its management fees from such commodity pools to support its continued service for each Fund. If the Sponsor discontinues its activities on behalf of a Fund, the Fund may be adversely affected. If the Sponsor’s registrations with the CFTC or memberships in the NFA were revoked or suspended, the Sponsor would no longer be able to provide services to the Funds.
 
The Sponsor May Have Conflicts of Interest
 
The structure and operation of the Funds may involve conflicts of interest. For example, a conflict may arise because the Sponsor and its principals and affiliates may trade for themselves. In addition, the Sponsor has sole current authority to manage the investments and operations, and the interests of the Sponsor may conflict with the Shareholders’ best interests, including the authority of the Sponsor to allocate expenses to and between the Funds.
  
The Performance of Each Fund May Not Correlate with the Applicable Benchmark
 
If a Fund is required to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired, the Fund will experience a loss. This loss may adversely impact the price of the Shares and may decrease the correlation between the price of the Shares, the Benchmark, and the spot price of the specific commodity interest or the commodity interests of the Underlying Funds in the case of TAGS. The value of Treasury Securities and other debt securities generally moves inversely with movements in interest rates. The prices of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. While the short-term nature of a Fund’s investments in Treasury Securities and cash equivalents should minimize the interest rate risk to which the Fund is subject, it is possible that the Treasury Securities and cash equivalents held by the Fund will decline in value.
 
The Sponsor’s trading system is quantitative in nature, and it is possible that the Sponsor may make errors. In addition, it is possible that a computer or software program may malfunction and cause an error in computation.
 
Increases in assets under management may affect trading decisions. While all of the Funds’ assets are currently at manageable levels, the Sponsor does not intend to limit the amount of any Fund’s assets. The more assets the Sponsor manages, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance and of managing risk associated with larger positions.
 
Each Fund seeks to have the changes in its Shares’ NAV in percentage terms track changes in the Benchmark in percentage terms, rather than profit from speculative trading of the specific Commodity Interests, or the commodity interests of the Underlying Funds in the case of TAGS.
 
The Sponsor therefore endeavors to manage each Fund so that the Fund’s assets are, unlike those of many other commodity pools, not leveraged (i.e., so that the aggregate amount of the Fund’s exposure to losses from its investments in specific Commodity Interests at any time will not exceed the value of the Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy. If the Sponsor permits a Fund to become leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turns unprofitable. These movements in price may be the result of factors outside of the Sponsor’s control and may not be anticipated by the Sponsor.
 
The Sponsor cannot predict to what extent the performance of the commodity interest will or will not correlate to the performance of other broader asset classes such as stocks and bonds. If the performance of a specific Fund were to move more directly with the financial markets, an investment in the Fund may provide you little or no diversification benefits. Thus, in a declining market, the Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Fund at the same time you may incur losses with respect to other asset classes. Variables such as drought, floods, weather, embargoes, tariffs and other political events may have a larger impact on commodity and Commodity Interests prices than on traditional securities and broader financial markets. These additional variables may create additional investment risks that subject a Fund’s investments to greater volatility than investments in traditional securities. Lower correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historic evidence that the spot price of a specific commodity, corn, for example, and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, a Fund cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa.
 
 
Under the Trust Agreement, the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or willful misconduct on the part of the Trustee or Sponsor, as the case may be. That means the Sponsor may require the assets of a Fund to be sold in order to cover losses or liability suffered by the Sponsor or by the Trustee. Any sale of that kind would reduce the NAV of the Fund and the value of its Shares.
 
The Shares of a Fund are limited liability investments; Shareholders may not lose more than the amount that they invest plus any profits recognized on their investment. However, Shareholders could be required, as a matter of bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of its Trust Agreement.
 
The price relationship between the near month Commodity Futures Contract to expire and the Benchmark Component Futures Contracts for each Fund, or the Underlying Funds in the case of TAGS, will vary and may impact both a Fund’s total return over time and the degree to which such total return tracks the total return of the specific commodity price indices. In cases in which the near month contract’s price is lower than later-expiring contracts’ prices (a situation known as “contango” in the futures markets), then absent the impact of the overall movement in the commodity specific prices the value of the Benchmark Component Futures Contracts would tend to decline as they approach expiration which could cause the Benchmark Component Futures Contracts, and therefore the Fund’s total return, to track lower. In cases in which the near month contract’s price is higher than later-expiring contracts’ prices (a situation known as “backwardation” in the futures markets), then absent the impact of the overall movement in commodity specific prices, the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration.
 
While it is expected that the trading prices of the Shares will fluctuate in accordance with the changes in a Fund’s NAV, the prices of Shares may also be influenced by various market factors, including but not limited to, the number of shares of the Fund outstanding and the liquidity of the underlying Commodity Interests. There is no guarantee that the Shares will not trade at appreciable discounts from, and/or premiums to, the Fund’s NAV. This could cause the changes in the price of the Shares to substantially vary from the changes in the spot price of the underlying commodity, even if a Fund’s NAV was closely tracking movements in the spot price of that commodity. If this occurs, you may incur a partial or complete loss of your investment.
 
In addition to certain fees paid to each Fund's service providers, each Fund pays the Sponsor a fee of 1.00% of assets under management per annum, regardless of Fund Performance. Over time, a Fund's assets could be depleted if investment performance does not exceed such fees.

Investors, including those who directly participate in the specific commodity market, may choose to use a Fund as a vehicle to hedge against the risk of loss, and there are risks involved in hedging activities. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement.
 
While it is not the current intention of the Funds to take physical delivery of any Commodity under its Commodity Interests, Commodity Futures Contracts are traditionally physically-deliverable contracts, and, unless a position was traded out of, it is possible to take or make delivery under these and some Other Commodity Interests. Storage costs associated with purchasing the specific commodity could result in costs and other liabilities that could impact the value of the Commodity Futures Contracts or certain Other Commodity Interests. Storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership that are not obtained by the holder of a futures contract. In general, Commodity Futures Contracts have a one-month delay for contract delivery and the pricing of back month contracts (the back month is any future delivery month other than the spot month) includes storage costs. To the extent that these storage costs change for the commodity while a Fund holds the Commodity Interests, the value of the Commodity Interests, and therefore the Fund’s NAV, may change as well.
 
The Funds are not actively managed and are designed to track a benchmark, regardless of whether the price of the Benchmark Component Futures Contracts is flat, declining, or rising.  
 
The design of each Fund’s Benchmark is such that the Benchmark Component Futures Contracts change throughout the year, and the Fund’s investments must be rolled periodically to reflect the changing composition of the Benchmark. For example, when the second-to-expire Commodity Futures Contract becomes the first-to-expire contract, such contract will no longer be a Benchmark Component Futures Contract and the Fund’s position in it will no longer be consistent with tracking the Benchmark. In the event of a commodity futures market where near-to-expire contracts trade at a higher price than longer-to-expire contracts, a situation referred to as “backwardation,” then absent the impact of the overall movement in the specific commodity prices of the Fund, the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration. As a result, a Fund may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, using corn as an example, in the event of a corn futures market where near-to-expire contracts trade at a lower price than longer-to-expire contracts, a situation referred to as “contango,” then absent the impact of the overall movement in corn prices the value of the Benchmark Component Futures Contracts would tend to decline as they approach expiration. As a result, the Fund’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may lead the total return of a Fund to vary significantly from the total return of other price references, such as the spot price of the specific commodity. In the event of a prolonged period of contango, and absent the impact of rising or falling specific commodity prices, this could have a significant negative impact on a Fund’s NAV and total return.
 
The Sponsor may use spreads and straddles as part of its overall trading strategy to closely follow the Benchmark. There is a risk that a Fund’s NAV may not closely track the change in its Benchmark. Spreads combine simultaneous long and short positions in related futures contracts that differ by commodity, by market or by delivery month (for example, long April, short November). Spreads gain or lose value as a result of relative changes in price between the long and short positions. Spreads often reduce risk to investors because the contracts tend to move up or down together. However, both legs of the spread could move against an investor simultaneously, in which case the spread would lose value. Certain types of spreads may face unlimited risk, e.g., because the price of a futures contract underlying a short position can increase by an unlimited amount and the investor would have to take delivery or offset at that price. A commodity straddle takes both long and short option positions in the same commodity in the same market and delivery month simultaneously. The buyer of a straddle profits if either the long or the short leg of the straddle moves further than the combined cost of both options. The seller of the straddle profits if both the long and short positions do not trade beyond a range equal to the combined premium for selling both options. If the Sponsor were to utilize a spread or straddle position and the position performed differently than expected, the results could impact that Fund’s tracking error. This could affect the Fund’s investment objective of having its NAV closely track the Benchmark. Additionally, a loss on the position would negatively impact the Fund’s absolute return.
 
 
Position limits and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Shares of the Fund to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a way to hedge against underlying commodity-related losses or as a way to indirectly invest in the underlying commodity.
 
The Trust Structure and the Trust Agreement Provide Limited Shareholder Rights
 
You will have no rights to participate in the management of any of the Funds and will have to rely on the duties and judgment of the Sponsor to manage the Funds.
 
As interests in separate series of a Delaware statutory trust, the Shares do not involve the rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring shareholder oppression and derivative actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors, as the Trust does not have a board of directors, and generally will not receive regular distributions of the net income and capital gains earned by the Fund). The Funds are also not subject to certain investor protection provisions of the Sarbanes Oxley Act of 2002 and the NYSE Arca governance rules (for example, audit committee requirements).
  
Each Fund is a series of a Delaware statutory trust and not itself a legal entity separate from the other Funds. The Delaware Statutory Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other series thereof. Conversely, none of the debts, liabilities, obligations and expenses incurred with respect to any other series thereof is enforceable against the assets of such series. The Sponsor is not aware of any court case that has interpreted this inter-series limitation on liability or provided any guidance as to what is required for compliance. The Sponsor intends to maintain separate and distinct records for each Fund and account for each Fund separately from any other Trust series, but it is possible a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in any Fund to the liabilities of one or more of the Funds and/or any other Trust series created in the future.
 
Neither the Sponsor nor the Trustee is obligated to, although each may, in its respective discretion, prosecute any action, suit or other proceeding in respect of any Fund property. The Trust Agreement does not confer upon Shareholders the right to prosecute any such action, suit or other proceeding.
 
Rapidly Changing Regulation May Adversely Affect the Ability of the Funds to Meet Their Investment Objectives
 
The regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading on an exchange or a trading facility.
 
The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Subsequent to the enactment of the Dodd-Frank Act in 2010, swap agreements became fully regulated by the CFTC under the amended Commodity Exchange Act and the CFTC’s regulations thereunder. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States and that use trading in futures and options as an investment strategy and not for hedging or price discovery purposes, therefore altering traditional participation in futures and swaps markets. As the Dodd-Frank Act continues to be implemented by the CFTC and the SEC, there is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict but could be substantial and adverse.
 
Further, President Donald J. Trump has promised and issued several executive orders intended to relieve the financial burden created by the Dodd-Frank Act, although these executive orders only set forth several general principles to be followed by the federal agencies and do not mandate the wholesale repeal of the Dodd-Frank Act. The scope of the effect that passage of new financial reform legislation could have on U.S. securities, derivatives and commodities markets is not clear at this time because each federal regulatory agency would have to promulgate new regulations to implement such legislation. These regulatory changes may affect the continued operation of the Funds. For additional information regarding recent regulatory developments that may impact the Funds or the Trust, refer to the section entitled “Regulatory Considerations” section of this document.
 

There Is No Assurance that There Will Be a Liquid Market for the Shares of the Funds or the Funds’ Underlying Investments, which May Mean that Shareholders May Not be Able to Sell Their Shares at a Market Price Relatively Close to the NAV
 
If a substantial number of requests for redemption of Redemption Baskets are received by a Fund during a relatively short period of time, the Fund may not be able to satisfy the requests from the Fund’s assets not committed to trading. As a consequence, it could be necessary to liquidate the Fund’s trading positions before the time that its trading strategies would otherwise call for liquidation.
 
A portion of a Fund’s investments could be illiquid, which could cause large losses to investors at any time or from time to time.
 
A Fund may not always be able to liquidate its positions in its investments at the desired price. As to futures contracts, it may be difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange-traded commodity Interests. In addition, over-the-counter contracts may be illiquid because they are contracts between two parties and generally may not be transferred by one party to a third party without the counterparty’s consent. Conversely, a counterparty may give its consent, but the Fund still may not be able to transfer an over-the-counter Commodity Interest to a third party due to concerns regarding the counterparty’s credit risk.
 
The exchanges set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of futures contracts may vary either up or down from the previous day’s settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit. 
 
On March 12, 2014, the CME announced that, subject to CFTC approval, it would replace its fixed price fluctuation limits with variable price limits. The change was approved and went into effect May 1, 2014. Using corn as an example, this change amended Appendix A, Chapter 10 (Corn Futures), Section 10102.D (Trading Specifications – Daily Price Limits) to read as follows:
 
Daily price limits for Corn futures are reset every six months. The first reset date would be the first trading day in May based on the following: Daily settlement prices are collected for the nearest July contract over 45 consecutive trading days before and on the business day prior to April 16th. The average price is calculated based on the collected settlement prices and then multiplied by seven percent. The resulting number rounded to the nearest 5 cents per bushel, or 20 cents per bushel, whichever is higher will be the new initial price limits for Corn futures and will become effective on the first trading day in May and will remain in effect through the last trading day in October. 
 
The second reset date would be the first trading day in November based on the following: Daily settlement prices are collected for the nearest December contract over 45 consecutive trading days before and on the business day prior to October 16th. The average price is calculated based on the collected settlement prices and then multiplied by seven percent. The resulting number, rounded to the nearest 5 cents per bushel, or 20 cents per bushel, whichever is higher, will be the new initial price limits for Corn futures and will become effective on the first trading day in November and will remain in effect through the last trading day in next April.
 
There shall be no trading in Corn futures at a price more than the initial price limit above or below the previous day’s settlement price. Should two or more Corn futures contract months within the first five listed non-spot contracts (or the remaining contract month in a crop year, which is the September contract) settle at limit, the daily price limits for all contract months shall increase by 50 percent the next business day, rounded up to the nearest 5 cents per bushel. If no Corn futures contract month settles at the expanded limit the next business day, daily price limits for all contract months shall revert back to the initial price limit the following business day. There shall be no price limits on the current month contract on or after the second business day preceding the first day of the delivery month.
 
A market disruption, such as a foreign government taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, no Fund intends at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the Treasury Securities, cash and/or cash equivalents that it holds to meet its liquidity needs. The anticipated large value of the positions in a specific Commodity Interest that the Sponsor will acquire or enter into for a Fund increases the risk of illiquidity. Because Commodity Interests may be illiquid, a Fund’s holdings may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.
 
A Fund may invest in Other Commodity Interests. To the extent that these Other Commodity Interests are contracts individually negotiated between their parties, they may not be as liquid as Commodity Futures Contracts and will expose the Fund to credit risk that its counterparty may not be able to satisfy its obligations to the Fund.
 
The changing nature of the participants in the commodity specific market will influence whether futures prices are above or below the expected future spot price. Producers of the specific commodity will typically seek to hedge against falling commodity prices by selling Commodity Futures Contracts. Therefore, if commodity producers become the predominant hedgers in the futures market, prices of Commodity Futures Contracts will typically be below expected future spot prices. Conversely, if the predominant hedgers in the futures market are the purchasers of the commodity, who purchase Commodity Futures Contracts to hedge against a rise in prices, prices of the Commodity Futures Contracts will likely be higher than expected future spot prices. This can have significant implications for a Fund when it is time to sell a Commodity Futures Contract that is no longer a Benchmark Component Futures Contract and purchase a new Commodity Futures Contract or to sell a Commodity Futures Contract to meet redemption requests. A Fund may invest in Other Commodity Interests. To the extent that these Other Commodity Interests are contracts individually negotiated between their parties, they may not be as liquid as Commodity Futures Contracts and will expose the Fund to credit risk that its counterparty may not be able to satisfy its obligations to the Fund.
 
 
A Fund’s NAV includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. Under normal circumstances, the NAV reflects the quoted exchange settlement price of open futures contracts on the date when the NAV is being calculated. In instances when the quoted settlement price of a futures contract traded on an exchange may not be reflective of fair value based on market condition, generally due to the operation of daily limits or other rules of the exchange or otherwise, the NAV may not reflect the fair value of open future contracts on such date. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day.
 
In the event that one or more Authorized Purchasers that are actively involved in purchasing and selling Shares cease to be so involved, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares and result in your incurring a loss on your investment. In addition, a decision by a market maker or lead market maker to cease activities for the Fund could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue.
 
If a minimum number of Shares is outstanding for a Fund, market makers may be less willing to purchase Shares of that Fund in the secondary market which may limit your ability to sell Shares. There are a minimum number of baskets and associated Shares specified for each Fund. Once the minimum number of baskets is reached, there can be no more redemptions by an Authorized Purchaser of that Fund until there has been a Creation Basket. In such case, market makers may be less willing to purchase Shares of that Fund from investors in the secondary market, which may in turn limit the ability of Shareholders of that Fund to sell their Shares in the secondary market.
 
Trading in Shares of a Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged. A Fund will be terminated if its Shares are delisted.
  
There is Credit Risk Associated with the Operation of the Funds, Service Providers and Counter-Parties Which May Cause an Investment Loss
 
For all of the Funds except for TAGS, the majority of each Fund’s assets are held in cash and short-term cash equivalents with the Custodian or with one or more alternate financial institutions unrelated to the Custodian (each, a “Financial Institution”). Any cash or cash equivalents invested by a Fund will be placed by the Sponsor in a Financial Institution deemed by the Sponsor to be of investment quality.
 
The Sponsor has the ability to invest available cash in Commercial Paper with maturities of 90 days or less. Investments will be deemed by the Sponsor to be of investment quality. There is a risk that the proceeds from the sale of the Commercial Paper could be less than the purchase price.
 
The insolvency of the Custodian, any Financial Institution in which funds are deposited, or Commercial Paper Issuer could result in a complete loss of a Fund’s assets held by the Custodian or the Financial Institution, which, at any given time, would likely comprise a substantial portion of a Fund’s total assets. Assets deposited with the Custodian or a Financial Institution will generally exceed federally insured limits. For TAGS, the vast majority of the Fund’s assets are held in Shares of the Underlying Funds. The failure or insolvency of the Custodian or the Financial Institution could impact the ability to access in a timely manner TAGS’ assets held by the Custodian.
 
Under CFTC regulations, a clearing broker with respect to a Fund’s exchange-traded Commodity Interests must maintain customers’ assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s bankruptcy. In that event, the clearing broker’s customers, such as a Fund, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers. A Fund also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which Commodity Interests are traded. From time to time, the clearing brokers may be subject to legal or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing broker’s trading operations, which could impair the clearing broker’s ability to successfully execute and clear a Fund’s trades. For additional information regarding recent regulatory developments that may impact the Funds or the Trust, refer to the section entitled “Regulatory Considerations” section of this document.
 
Commodity pools’ trading positions in futures contracts or other commodity interests are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market value. This feature permits commodity pools to “leverage” their assets by purchasing or selling futures contracts (or other commodity interests) with an aggregate notional amount in excess of the commodity pool’s assets. While this leverage can increase a pool’s profits, relatively small adverse movements in the price of a pool’s commodity interests can cause significant losses to the pool. While the Sponsor does not intend to leverage the Funds’ assets, it is not prohibited from doing so under the Trust Agreement. If the Sponsor were to cause or permit a Fund to become leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turns unprofitable.
 
An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs. The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated. The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded. EFRPs are subject to specific rules of the CME and CFTC guidance. It is likely that EFRP mechanisms will be subject to changes in the future which may make it uneconomical or impossible from the regulatory perspective to utilize this mechanism by the Funds.
 
A portion of the Fund’s assets may be used to trade over-the-counter Commodity Interests, such as forward contracts or swaps. Currently, over-the-counter contracts are typically traded on a principal-to-principal non-cleared basis through dealer markets that are dominated by major money center and investment banks and other institutions and that prior to the passage of the Dodd-Frank Act had been essentially unregulated by the CFTC, although this is an area of pending, substantial regulatory change. The markets for over-the-counter contracts will continue to rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. To date, the forward markets have been largely unregulated, except for anti-manipulation and anti-fraud prohibitions, forward contracts have been executed bi-laterally and, in general historically, forward contracts have not been cleared or guaranteed by a third party. On November 16, 2012, the Secretary of the Treasury issued a final determination that exempts both foreign exchange swaps and foreign exchange forwards from the definition of “swap” and, by extension, additional regulatory requirements (such as clearing and margin). The final determination does not extend to other FX derivatives, such as FX options, certain currency swaps, and non-deliverable forwards. While the Dodd-Frank Act and certain regulations adopted thereunder are intended to provide additional protections to participants in the over-the-counter market, the lack of regulation in these markets could expose the Fund in certain circumstances to significant losses in the event of trading abuses or financial failure by participants. While increased regulation of over-the-counter Commodity Interests is likely to result from changes that are required to be effectuated by the Dodd-Frank Act, there is no guarantee that such increased regulation will be effective to reduce these risks.
 
  
Each Fund faces the risk of non-performance by the counterparties to the over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to a Fund, in which case the Fund could suffer significant losses on these contracts. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. During any such period, the Fund may have difficulty in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement of the Fund’s NAV. The Fund may eventually obtain only limited recovery or no recovery in such circumstances.
 
Over-the-counter contracts may have terms that make them less marketable than Futures Contracts. Over-the-counter contracts are less marketable because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and diminish the ability to realize the full value of such contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in the value of over-the-counter transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party’s exposure on the transaction in such situations. In general, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.
 
There are Risks Associated with Trading in International Markets
 
A significant portion of the Futures Contracts entered into by the Funds is traded on United States exchanges. However, a portion of the Funds’ trades may take place on markets or exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. None of the CFTC, NFA, or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, has the power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as the Funds, in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, the Funds have less legal and regulatory protection than it does when they trade domestically. Currently the Funds do not place trades on any markets or exchanges outside of the United States and do not anticipate doing so in the foreseeable future. In some of these non-U.S. markets, the performance on a futures contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes the Funds to credit risk. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.
 
The price of any non-U.S. Commodity Interest and, therefore, the potential profit and loss on such investment, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the value of the local currency relative to the U.S. dollar may cause losses to a Fund even if the contract is profitable. The Funds invest primarily in Commodity Interests that are traded or sold in the United States. However, a portion of the trades for a Fund may take place in markets and on exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. In some of these non-U.S. markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes a Fund to credit risk. Trading in non-U.S. markets also leaves a Fund susceptible to fluctuations in the value of the local currency against the U.S. dollar.
 
The CFTC’s implementation of its regulations under the Dodd-Frank Act may further affect the ability of the Funds to enter into foreign exchange contracts and to hedge its exposure to foreign exchange loss.
 
Some non-U.S. exchanges also may be in a more developmental stage so that prior price histories may not be indicative of current price dynamics. In addition, a Fund may not have the same access to certain positions on foreign trading exchanges as do local traders, and the historical market data on which the Sponsor bases its strategies may not be as reliable or accessible as it is for U.S. exchanges.
 
The Funds are Treated as Partnerships for Tax Purposes which Means that There May be a Lack of Certainty as to Tax Treatment for an Investor’s Gains and Losses
 
Cash or property will be distributed at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other distributions with respect to Shares. You will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on your allocable share of a Fund’s taxable income, without regard to whether you receive distributions or the amount of any distributions. Therefore, the tax liability resulting from your ownership of Shares may exceed the amount of cash or value of property (if any) distributed.
 
Due to the application of the assumptions and conventions applied by a Fund in making allocations for U.S. federal income tax purposes and other factors, your allocable share of the Fund’s income, gain, deduction or loss may be different than your economic profit or loss from your Shares for a taxable year. This difference could be temporary or permanent and, if permanent, could result in your being taxed on amounts in excess of your economic income.
 
The Funds are treated as partnerships for United States federal income tax purposes. The U.S. tax rules pertaining to entities taxed as partnerships are complex and their application to publicly traded partnerships such as the Funds are in many respects uncertain. The Funds apply certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects Shareholders’ economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Treasury Regulations, however, and it is possible that the U.S. Internal Revenue Service (the “IRS”) will successfully challenge our allocation methods and require us to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects you. If this occurs, you may be required to file an amended tax return and to pay additional taxes plus deficiency interest.
 
  
Under new procedures and rules that are effective for taxable years beginning after December 31, 2017, the IRS may, instead of collecting the tax from Shareholders, collect any underpayment of tax (including interest and penalties) from a Fund. As a result, any such tax assessment would be borne by Shareholders that own Shares at the time of such assessment, which may be different persons, or persons with different ownership percentages, than persons owning Shares for the tax year at issue.
 
The Trust has received an opinion of counsel that, under current U.S. federal income tax laws, the Funds will be treated as partnerships that are not taxable as corporations for U.S. federal income tax purposes, provided that (i) at least 90 percent of each Fund’s annual gross income consists of “qualifying income” as defined in the Code, (ii) the Funds are organized and operated in accordance with their governing agreements and applicable law, and (iii) the Funds do not elect to be taxed as corporations for federal income tax purposes. Although the Sponsor anticipates that the Funds have satisfied and will continue to satisfy the “qualifying income” requirement for all of their taxable years, that result cannot be assured. The Funds have not requested and will not request any ruling from the IRS with respect to their classification as partnerships not taxable as corporations for federal income tax purposes. If the IRS were to successfully assert that the Funds are taxable as corporations for federal income tax purposes in any taxable year, rather than passing through their income, gains, losses and deductions proportionately to Shareholders, each Fund would be subject to tax on its net income for the year at corporate tax rates. In addition, although the Sponsor does not currently intend to make distributions with respect to Shares, any distributions would be taxable to Shareholders as dividend income. Taxation of the Funds as corporations could materially reduce the after-tax return on an investment in Shares and could substantially reduce the value of your Shares.
 
Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect the Funds and their Shareholders. Tax legislation informally known as the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Cuts and Jobs Act”) was signed into law on December 22, 2017, generally effective for taxable years beginning on or after January 1, 2018. In addition to modifying income tax rates for individuals and corporations, the 2017 Tax Cuts and Jobs Act made certain changes to the tax treatment for pass-through entities, such as the Funds. Please consult a tax advisor regarding the implications of the 2017 Tax Cuts and Jobs Act on an investment in Shares of the Funds.
 
Risks Specific to the Teucrium Corn Fund
 
Investors may choose to use the Fund as a means of investing indirectly in corn, and there are risks involved in such investments. The risks and hazards that are inherent in corn production may cause the price of corn to fluctuate widely. Price movements for corn are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the corn harvest cycle, and various economic and monetary events. Corn production is also subject to U.S. federal, state and local regulations that could materially affect operations.
 
The price movements for corn are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
 
The Fund is subject to the risks and hazards of the corn market because it invests in Corn Interests. The risks and hazards that are inherent in the corn market may cause the price of corn to fluctuate widely. If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of corn, then the price of its Shares will fluctuate accordingly.
 
The price and availability of corn is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease and infestation (including, but not limited to, Leaf Blight, Ear Rot and Root Rot); transportation difficulties; various planting, growing, or harvesting problems; and severe weather conditions (particularly during the spring planting season and the fall harvest) such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled. Demand for corn in the United States to produce ethanol has also been a significant factor affecting the price of corn. In turn, demand for ethanol has tended to increase when the price of gasoline has increased and has been significantly affected by United States governmental policies designed to encourage the production of ethanol. Recent changes in government policy have the potential to reduce the demand for ethanol over the next several years. Additionally, demand for corn is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. Finally, because corn is often used as an ingredient in livestock feed, demand for corn is subject to risks associated with the outbreak of livestock disease.
 
Corn production is subject to United States federal, state, and local policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. Additionally, corn production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing, and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. U.S. corn producers also must comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
 
Seasonal fluctuations in the price of corn may cause risk to an investor because of the possibility that Share prices will be depressed because of the corn harvest cycle. In the United States, the corn market is normally at its weakest point, and corn prices are lowest, shortly before and during the harvest (between September and November), due to the high supply of corn in the market. Conversely, corn prices are generally highest during the winter and spring (between December and May), when farmer-owned corn has largely been sold and used. Seasonal corn market peaks generally occur after planting is complete in May or June, and again as harvest begins around August. These normal market conditions are, however, often influenced by weather patterns, and domestic and global economic conditions, among other factors, and any specific year may not necessarily follow the traditional seasonal fluctuations described above. In the futures market, these seasonal fluctuations are typically reflected in contracts expiring in the relevant season (e.g., contracts expiring during the harvest season are typically priced lower than contracts expiring in the winter and spring). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Corn Futures Contracts expiring in the fall.
 

 
The CFTC and U.S. designated contract markets such as the CBOT have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for aggregate investments at any one time in U.S. exchange traded Corn Futures Contracts, non-U.S. exchange Corn Futures Contracts, and over-the-counter corn swaps are 600 spot month contracts, 33,000 contracts expiring in any other non-spot single month, or 33,000 cumulative totals for all non-spot months. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
 
All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against corn-related losses or as a way to indirectly invest in corn.
 
The Fund does not intend to limit the size of the offering and will attempt to expose substantially all of its proceeds to the corn market utilizing Corn Interests. If the Fund encounters position limits, accountability levels, or price fluctuation limits for Corn Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Corn Interests and/or Corn Futures Contracts listed on foreign exchanges. However, the Corn Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Corn Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
 
Risks Specific to the Teucrium Soybean Fund
 
Investors may choose to use the Fund as a means of investing indirectly in soybeans, and there are risks involved in such investments. The risks and hazards that are inherent in soybean production may cause the price of soybeans to fluctuate widely. Global price movements for soybeans are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the soybean harvest cycle, and various economic and monetary events. Soybean production is also subject to domestic and foreign regulations that could materially affect operations.
 
As discussed in more detail below, price movements for soybeans are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
 
The Fund is subject to the risks and hazards of the soybean market because it invests in Soybean Interests. The risks and hazards that are inherent in the soybean market may cause the price of soybeans to fluctuate widely. If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of soybeans, then the price of its Shares will fluctuate accordingly.
 
The price and availability of soybeans is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, heavy rains, frost, or natural disasters that are difficult to anticipate and which cannot be controlled; uncontrolled fires, including arson; challenges in doing business with foreign companies; legal and regulatory restrictions; transportation costs; interruptions in energy supply; currency exchange rate fluctuations; and political and economic instability. Additionally, demand for soybeans is affected by changes in international, national, regional and local economic conditions, and demographic trends. The increased production of soybean crops in South America and the rising demand for soybeans in emerging nations such as China and India have increased competition in the soybean market.
 
The supply of soybeans could be reduced by the spread of soybean rust. Soybean rust is a wind-borne fungal disease that attacks soybeans. Although soybean rust can be killed with chemicals, chemical treatment increases production costs for farmers.
 
Soybean production is subject to United States and foreign policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability. Additionally, soybean production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. Soybean producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
 
Because processing soybean oil can create trans-fats, the demand for soybean oil may decrease due to heightened governmental regulation of trans-fats or trans-fatty acids. The U.S. Food and Drug Administration currently requires food manufacturers to disclose levels of trans-fats contained in their products, and various local governments have enacted or are considering restrictions on the use of trans-fats in restaurants. Several food processors have either switched or indicated an intention to switch to oil products with lower levels of trans-fats or trans-fatty acids.
 
 
In recent years, there has been increased global interest in the production of biofuels as alternatives to traditional fossil fuels and as a means of promoting energy independence. Soybeans can be converted into biofuels such as biodiesel. Accordingly, the soybean market has become increasingly affected by demand for biofuels and related legislation.
 
The costs related to soybean production could increase and soybean supply could decrease as a result of restrictions on the use of genetically modified soybeans, including requirements to segregate genetically modified soybeans and the products generated from them from other soybean products.
 
Seasonal fluctuations in the price of soybeans may cause risk to an investor because of the possibility that Share prices will be depressed because of the soybean harvest cycle. In the futures market, fluctuations are typically reflected in contracts expiring in the harvest season (i.e., contracts expiring during the fall are typically priced lower than contracts expiring in the winter and spring). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Soybean Futures Contracts expiring in the fall.
 
The CFTC and U.S. designated contract markets have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for aggregate investments at any one time in U.S. exchange traded Soybean Futures Contracts, non-U.S. exchange Soybean Futures Contracts, and over-the-counter soybean swaps are 600 spot month contracts, 15,000 contracts expiring in any other single non-spot month, or 15,000 cumulative totals for all non-spot months. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
 
All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against soybean-related losses or as a way to indirectly invest in soybeans.
 
If the Fund encounters position limits or price fluctuation limits for Soybean Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Soybean Interests and/or Soybean Futures Contracts listed on foreign exchanges. However, the Soybean Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Soybean Futures Contracts available on these exchanges may be subject to their own position limits or similar restrictions. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
 
Risks Specific to the Teucrium Sugar Fund
 
Investors may choose to use the Fund as a means of investing indirectly in sugar, and there are risks involved in such investments. The risks and hazards that are inherent in sugar production may cause the price of sugar to fluctuate widely. Global price movements for sugar are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the sugar harvest cycle, and various economic and monetary events. Sugar production is also subject to domestic and foreign regulations that could materially affect operations.
 
As discussed in more detail below price movements for sugar are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
  
The Fund is subject to the risks and hazards of the world sugar market because it invests in Sugar Interests. The two primary sources for the production of sugar are sugarcane and sugar beets, both of which are grown in various countries around the world. The risks and hazards that are inherent in the world sugar market may cause the price of sugar to fluctuate widely. If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of sugar, then the price of its Shares will fluctuate accordingly.
 
The global price and availability of sugar is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled; uncontrolled fires, including arson; challenges in doing business with foreign companies; legal and regulatory restrictions; fluctuation of shipping rates; currency exchange rate fluctuations; and political and economic instability. Global demand for sugar to produce ethanol has also been a significant factor affecting the price of sugar. Additionally, demand for sugar is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. The spread of consumerism and the rising affluence of emerging nations such as China and India have created demand for sugar. An influx of people in developing countries moving from rural to urban areas may create more disposable income to be spent on sugar products and might also reduce sugar production in rural areas on account of worker shortages, all of which would result in upward pressure on sugar prices. On the other hand, public health concerns regarding obesity, heart disease and diabetes, particularly in developed countries, may reduce demand for sugar. In light of the time it takes to grow sugarcane and sugar beets and the cost of new facilities for processing these crops, it may not be possible to increase supply quickly or in a cost-effective manner in response to an increase in demand for sugar.
 
Sugar production is subject to United States and foreign policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability. Many foreign countries subsidize sugar production, resulting in lower prices, but this has led other countries, including the United States, to impose tariffs and import restrictions on sugar imports. Sugar producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides.
 
Seasonal fluctuations in the price of sugar may cause risk to an investor because of the possibility that Share prices will be depressed because of the sugar harvest cycle. In the futures market, contracts expiring during the harvest season are typically priced lower than contracts expiring in the winter and spring. While the sugar harvest seasons varies from country to country, prices of Sugar Futures Contracts tend to be lowest in the late spring and early summer and again in early autumn of the Northern Hemisphere, reflecting the varied harvest seasons in Brazil, India, and Thailand the world’s leading producers and exporters of sugarcane. Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Sugar Futures Contracts expiring in the Northern Hemisphere’s late spring, early summer, or early autumn.
 
 
U.S. designated contract markets such as the ICE Futures and the NYMEX have established position limits and accountability levels on the maximum net long or net short Sugar Futures Contracts that any person or group of persons under common trading control may hold, own or control. The CFTC has not currently set position limits for Sugar Futures Contracts, and the ICE Futures and the NYMEX have established position limits only on spot month Sugar No. 11 Futures Contracts. For example, the ICE Futures’ position limit for Sugar No. 11 Futures Contracts is 5,000 spot month contracts, whereas the NYMEX Sugar No. 11 Futures limit is 1,000 spot month contracts, generally applicable only during the last month before expiration. All Sugar Futures Contracts held under the control of the Sponsor, including those held by any future series of the Trust, will be aggregated in determining the application of these position limits. However, because spot month contracts are not Benchmark Component Futures Contracts and the Fund’s roll strategy calls for the sale of all spot month Sugar No.11 Futures Contracts prior to the time the position limits would become applicable, it is unlikely that position limits on Sugar Futures Contracts will come into play.
 
In contrast to position limits, accountability levels are not fixed ceilings, but rather thresholds above which an exchange may exercise greater scrutiny and control over an investor, including by imposing position limits on the investor. For example, the current ICE Futures-established accountability level for investments in Sugar No. 11 Futures Contracts for any one month is 10,000, and the accountability level for all combined months is 15,000. (The current accountability level for Sugar No. 11 Futures Contracts traded on the NYMEX is 9,000 for any one month, and 9,000 for all combined months. Even though accountability levels are not fixed ceilings, the Fund does not intend to invest in Sugar Futures Contracts in excess of any applicable accountability levels.
 
All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against sugar-related losses or as a way to indirectly invest in sugar.
 
If the Fund encounters accountability levels, position limits, or price fluctuation limits for Sugar Futures Contracts on ICE Futures, it may then, if permitted under applicable regulatory requirements, purchase Other Sugar Interests and/or Sugar Futures Contracts listed on the NYMEX or foreign exchanges. However, the Sugar Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Sugar Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
 
Risks Specific to the Teucrium Wheat Fund
 
Investors may choose to use the Fund as a means of investing indirectly in wheat, and there are risks involved in such investments. The risks and hazards that are inherent in wheat production may cause the price of wheat to fluctuate widely. Price movements for wheat are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the wheat harvest cycle, and various economic and monetary events. Wheat production is also subject to U.S. federal, state and local regulations that could materially affect operations.
 
As discussed in more detail below, price movements for wheat are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
 
The Fund is subject to the risks and hazards of the wheat market because it invests in Wheat Interests. The risks and hazards that are inherent in the wheat market may cause the price of wheat to fluctuate widely. If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of wheat, then the price of its Shares will fluctuate accordingly.
 
The price and availability of wheat is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled. Demand for food products made from wheat flour is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. More specifically, demand for such food products in the United States is relatively unaffected by changes in wheat prices or disposable income, but is closely tied to tastes and preferences. For example, in recent years the increase in the popularity of low-carbohydrate diets caused the consumption of wheat flour to decrease rapidly before rebounding somewhat after 2005. Export demand for wheat fluctuates yearly, based largely on crop yields in the importing countries.
 
Wheat production is subject to United States federal, state and local policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. Additionally, wheat production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. U.S. wheat producers also must comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
 
Seasonal fluctuations in the price of wheat may cause risk to an investor because of the possibility that Share prices will be depressed because of the wheat harvest cycle. In the United States, the market for winter wheat, the type of wheat upon which CBOT Wheat Futures Contracts are based, is at its lowest point, and wheat prices are lowest, shortly before and during the harvest (in the spring or early summer), due to the high supply of wheat in the market. Conversely, winter wheat prices are generally highest in the fall or early winter, when the wheat harvested that year has largely been sold and used. In the futures market, these seasonal fluctuations are typically reflected in contracts expiring in the relevant season (e.g., contracts expiring during the harvest season are typically priced lower than contracts expiring in the fall and early winter). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Wheat Futures Contracts expiring in the spring.
  
 
Position limits and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Shares to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a way to hedge against wheat-related losses or as a way to indirectly invest in wheat.
 
The CFTC and U.S. designated contract markets such as the CBOT have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for aggregate investments at any one time in U.S. exchange traded Wheat Futures Contracts, non-U.S. exchange linked Wheat Futures Contracts, and over-the-counter wheat swaps are 600 spot month contracts, 12,000 contracts expiring in any other single month, or cumulative 12,000 total for all months. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
 
If the Fund encounters position limits, accountability levels, or price fluctuation limits for Wheat Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Wheat Interests and/or Wheat Futures Contracts listed on foreign exchanges. However, the Wheat Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Wheat Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
 
 
Item 1B. Unresolved Staff Comments
 
There are no unresolved staff comments.
 
Item 2. Properties
 
Not applicable.
 
Item 3. Legal Proceedings
 
Although each of the Funds may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise, none of the Funds is currently a party to any pending material legal proceedings.
 
Item 4. Mine Safety Disclosures
 
Not applicable. 
 
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
 
The principal trading market for the shares of CORN, SOYB, CANE, WEAT and TAGS is the NYSE Arca.
 
 
Price Range of Shares
 
The following tables set forth the range of reported high and low closing prices of the shares for each Fund as reported on the NYSE Arca for the fiscal year ended December 31, 2018 and 2017.
 
The following table sets forth the range of reported high and low closing prices of the shares of the Teucrium Corn Fund (symbol “CORN”) as reported on the NYSE Arca:
 
Fiscal Year Ended December 31, 2018
 
High
 
 
Low
 
Quarter Ended
 
 
 
 
 
 
March 31, 2018
 $18.10
 
 $16.58 
June 30, 2018
 $18.48 
 $16.21 
September 30, 2018
 $16.98
 
 $15.40 
December 31, 2018
 $16.62 
 $15.81 
 
    
    
Fiscal Year Ended December 31, 2017
 
High
 
 
Low
 
Quarter Ended
    
    
March 31, 2017
 $20.04 
 $18.61 
June 30, 2017
 $19.63 
 $18.37 
September 30, 2017
 $19.99
 
 $17.13 
December 31, 2017
 $17.53 
 $16.57 
 
The following table sets forth the range of reported high and low closing prices of the shares of the Teucrium Soybean Fund (symbol “SOYB”) as reported on the NYSE Arca:
 
Fiscal Year Ended December 31, 2018
 
High
 
 
Low
 
Quarter Ended
 
 
 
 
 
 
March 31, 2018
 $19.45 
 $17.65 
June 30, 2018
 $19.12 
 $16.24 
September 30, 2018
 $16.86 
 $15.30 
December 31, 2018
 $16.82 
 $15.59 
 
    
    
Fiscal Year Ended December 31, 2017
 
High
 
 
Low
 
Quarter Ended
    
    
March 31, 2017
 $20.19 
 $18.12 
June 30, 2017
 $18.37 
 $17.34 
September 30, 2017
 $19.55 
 $17.57 
December 31, 2017
 $18.87 
 $17.76 
 
The following table sets forth the range of reported high and low closing prices of the shares of the Teucrium Sugar Fund (symbol “CANE”) as reported on the NYSE Arca:
 
Fiscal Year Ended December 31, 2018
 
High
 
 
Low
 
Quarter Ended
 
 
 
 
 
 
March 31, 2018
 $9.94 
 $8.27 
June 30, 2018
 $8.36 
 $7.42 
September 30, 2018
 $7.32 
 $6.50 
December 31, 2018
 $8.07
 
 $6.84 
 
    
    
Fiscal Year Ended December 31, 2017
 
High
 
 
Low
 
Quarter Ended
    
    
March 31, 2017
 $14.20 
 $11.87 
June 30, 2017
 $11.83 
 $9.00 
September 30, 2017
 $10.40 
 $9.31 
December 31, 2017
 $10.00 
 $8.88 
 

 
The following table sets forth the range of reported high and low closing prices of the shares of the Teucrium Wheat Fund (symbol “WEAT”) as reported on the NYSE Arca:
 
Fiscal Year Ended December 31, 2018
 
High
 
 
Low
 
Quarter Ended
 
 
 
 
 
 
March 31, 2018
 $6.98 
 $5.88 
June 30, 2018
 $7.06 
 $6.15 
September 30, 2018
 $7.18 
 $6.07 
December 31, 2018
 $6.43 
 $5.93 
 
    
    
Fiscal Year Ended December 31, 2017
 
High
 
 
Low
 
Quarter Ended
    
    
March 31, 2017
 $7.58 
 $6.86
 
June 30, 2017
 $7.83 
 $6.64 
September 30, 2017
 $8.29 
 $6.40 
December 31, 2017
 $6.55 
 $5.81 
 
The following table sets forth the range of reported high and low closing prices of the shares of the Teucrium Agricultural Fund (symbol “TAGS”) as reported on the NYSE Arca:

Fiscal Year Ended December 31, 2018
 
High
 
 
Low
 
Quarter Ended
 
 
 
 
 
 
March 31, 2018
 $24.25 
 $21.90 
June 30, 2018
 $25.70 
 $20.93 
September 30, 2018
 $21.69 
 $19.88 
December 31, 2018
 $21.54 
 $20.17 
 
    
    
Fiscal Year Ended December 31, 2017
 
High
 
 
Low
 
Quarter Ended
    
    
March 31, 2017
 $27.45 
 $24.71 
June 30, 2017
 $24.80 
 $22.92 
September 30, 2017
 $25.53 
 $22.14 
December 31, 2017
 $22.90 
 $21.20 
 
 
Change in Net Asset Value per Share
 
The graphs below reflect the change in net asset value (“NAV”) per share for each year during which a Fund has been in operation.  For the first year of operation, the graph reflects the change from the NAV per share from the initial price at the commencement of operations to the price on December 31 for that year-ended.  For all other years, the change is from December 31 of the preceding year to December 31 of that year.
 
 
 
 
 
 
  
 
 
Holders of the Funds
 
The table below sets forth the approximate number of shareholders for each Fund of the Trust as of December 31, 2018.
 
Fund
Approximate Number of Shareholders
CORN
5,311
SOYB
2,443
CANE
1,405
WEAT
3,793
TAGS
111
 
Use of Proceeds
 
The original registration statement on Form S-1 registering 30,000,000 common units, or “Shares,” of the Teucrium Corn Fund (File No. 333-162033) was declared effective on June 7, 2010. A second registration statement on Form S-1 (File No. 333-187463) which replaced the original registration statement was declared effective on April 30, 2013 and a third (File No. 333-210010) was declared effective on April 29, 2016. From June 9, 2010 (the commencement of operations) through December 31, 2018, 17,200,000 Shares of the Fund were sold at an aggregate offering price of $508,095,874. The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund from June 9, 2010 (the commencement of operations) through December 31, 2018 in an amount equal to $886,009, resulting in net offering proceeds of $507,209,865. The offering proceeds were invested in corn futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
 
The original registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of Teucrium Soybean Fund (File No. 333-167590) was declared effective on June 17, 2011. A second registration statement on Form S-1 (File No. 333-196210) which replaced the original registration statement was declared effective on June 30, 2014. A third registration statement on Form S-1 (File No. 333-217247) which replaced the second registration statement was declared effective on May 1, 2017. A fourth registration statement on Form S-1 (File No. 333-223940) which replaced the third registration statement was declared effective on April 30, 2018. From September 19, 2011 (the commencement of the offering) through December 31, 2018, 4,650,000 Shares of the Fund were sold at an aggregate offering price of $90,402,276.  The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31, 2018 in an amount equal to $115,930, resulting in net offering proceeds of $90,286,346.  The offering proceeds were invested in soybean futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
 
The original registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of Teucrium Sugar Fund (File No. 333-167585) was declared effective on June 17, 2011. A second registration statement on Form S-1 (File No. 333-196211) which replaced the original registration statement was declared effective on June 30, 2014. A third registration statement on Form S-1 (File No. 333-217248) which replaced the second registration statement was declared effective on May 1, 2017. A fourth registration statement on Form S-1 (File No. 333-223941) which replaced the third registration statement was declared effective on April 30, 2018. From September 19, 2011 (the commencement of the offering) through December 31, 2018, 4,475,000 Shares of the Fund were sold at an aggregate offering price of $45,028,921. The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31, 2018 in an amount equal to $55,646, resulting in net offering proceeds of $44,973,275. The offering proceeds were invested in sugar futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
 
The original registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of Teucrium Wheat Fund (File No. 333-167591) was declared effective on June 17, 2011. A second registration statement on Form S-1 (File No. 333-196209) which replaced the original registration statement was declared effective on June 30, 2014. A third registration statement on Form S-1 (File No. 333-212481) which registered a total of 25,350,000 shares was declared effective on July 15, 2016. From September 19, 2011 (the commencement of the offering) through December 31, 2018, 18,875,000 Shares of the Fund were sold at an aggregate offering price of $169,173,950.  The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31, 2018 in an amount equal to $277,575, resulting in net offering proceeds of $168,896,375. The offering proceeds were invested in wheat futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
 
The original registration statement on Form S-1 registering 5,000,000 common units, or “Shares,” of Teucrium Agricultural Fund (File No. 333-173691) was declared effective on February 10, 2012. A second registration statement on Form S-1 (File No. 333-201953) which replaced the original registration statement was declared effective on April 30, 2015. A third registration statement on Form S-1 (File No. 333-223943) which replaced the second registration statement was declared effective on April 30, 2018. From March 28, 2012 (the commencement of the offering) through December 31, 2018, 375,000 Shares of the Fund were sold at an aggregate offering price of $18,285,685. The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31, 2018 in an amount equal to $10,058, resulting in net offering proceeds of $18,275,627. The offering proceeds were invested in Shares of the Underlying Funds and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
 
Issuer Purchases of Equity Securities
 
The Sponsor, the Trust or any Fund do not purchase shares directly from shareholders; however, the information below details for the current period, October 1, 2018 to December 31, 2018, by month and for the year ended December 31, 2018, the share purchases in connection with the redemption of baskets by Authorized Purchasers.
 
 
Issuer Purchases of CORN Shares: 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Number
 
 
 
 
 
 
 
 
 
Total Number of Shares
 
 
(or Approximate Dollar
 
 
 
 
 
 
 
 
 
Purchased as Part
 
 
Value) of Shares that
 
 
 
Total Number of
 
 
Average Price
 
 
of Publicly Announced
 
 
May Yet Be Purchased
 
Period
 
Shares Purchased
 
 
Paid per Share
 
 
Plans or Programs
 
 
Under the Plans or Programs
 
October 1, 2018 to October 31, 2018
  250,000
 
 $16.27
 
  N/A 
  N/A 
November 1, 2018 to November 31, 2018
  125,000 
 $16.24
 
  N/A 
  N/A 
December 1, 2018 to December 31, 2018
  375,000 
 $16.22 
  N/A 
  N/A 
 
    
    
    
    
January 1, 2018 to December 31, 2018
  1,900,000 
 $16.62 
  N/A 
  N/A 
 
Issuer Purchases of SOYB Shares:
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Number
 
 
 
 
 
 
 
 
 
Total Number of Shares
 
 
(or Approximate Dollar
 
 
 
 
 
 
 
 
 
Purchased as Part
 
 
Value) of Shares that
 
 
 
Total Number of
 
 
Average Price
 
 
of Publicly Announced
 
 
May Yet Be Purchased
 
Period
 
Shares Purchased
 
 
Paid per Share
 
 
Plans or Programs
 
 
Under the Plans or Programs
 
October 1, 2018 to October 31, 2018
  75,000
 
 $15.60
 
  N/A 
  N/A 
November 1, 2018 to November 31, 2018
  75,000 
 $16.08 
  N/A 
  N/A 
December 1, 2018 to December 31, 2018
  100,000 
 $16.36 
  N/A 
  N/A 
 
    
    
    
    
January 1, 2018 to December 31, 2018
  425,000 
 $16.38 
  N/A 
  N/A 
 
Issuer Purchases of WEAT Shares:
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Number
 
 
 
 
 
 
 
 
 
Total Number of Shares
 
 
(or Approximate Dollar
 
 
 
 
 
 
 
 
 
Purchased as Part
 
 
Value) of Shares that
 
 
 
Total Number of
 
 
Average Price
 
 
of Publicly Announced
 
 
May Yet Be Purchased
 
Period
 
Shares Purchased
 
 
Paid per Share
 
 
Plans or Programs
 
 
Under the Plans or Programs
 
October 1, 2018 to October 31, 2018
  450,000 
 $6.12 
  N/A 
  N/A 
November 1, 2018 to November 31, 2018
  75,000
 
 $6.22
 
  N/A 
  N/A 
December 1, 2018 to December 31, 2018
  75,000 
 $6.09 
  N/A 
  N/A 
 
    
    
    
    
January 1, 2018 to December 31, 2018
  2,975,000 
 $6.48 
  N/A 
  N/A 
 
Issuer Purchases of CANE Shares:
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Number
 
 
 
 
 
 
 
 
 
Total Number of Shares
 
 
(or Approximate Dollar
 
 
 
 
 
 
 
 
 
Purchased as Part
 
 
Value) of Shares that
 
 
 
Total Number of
 
 
Average Price
 
 
of Publicly Announced
 
 
May Yet Be Purchased
 
Period
 
Shares Purchased
 
 
Paid per Share
 
 
Plans or Programs
 
 
Under the Plans or Programs
 
October 1, 2018 to October 31, 2018
  625,000
 
 $7.82
 
  N/A 
  N/A 
November 1, 2018 to November 31, 2018
  250,000
 
 $7.74
 
  N/A 
  N/A 
December 1, 2018 to December 31, 2018
  125,000 
 $7.32 
  N/A 
  N/A 
 
    
    
    
    
January 1, 2018 to December 31, 2018
  1,575,000 
 $7.45 
  N/A 
  N/A 
 
Issuer Purchases of TAGS Shares: Nothing to Report
 
Dividends
 
Neither the Trust nor any Fund has made, and there are no plans to make any cash distributions to shareholders.
 
 
Item 6. Selected Financial Data
 
Financial Highlights for the Teucrium Corn Fund (for the years ended December 31, 2018, 2017, 2016, 2015 and 2014).
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
 
December 31, 2015
 
 
December 31, 2014
 
Net assets
 $56,379,057 
 $64,901,479 
 $73,213,541 
 $61,056,223 
 $108,459,507 
Net realized and unrealized loss on futures contracts
 $(2,373,675)
 $(5,984,276)
 $(6,991,162)
 $(14,193,913)
 $(4,449,213)
Net loss
 $(3,413,397)
 $(7,715,090)
 $(9,564,067)
 $(17,183,472)
 $(7,947,064)
Weighted-average shares outstanding
  4,169,662 
  3,714,045 
  3,598,843 
  3,243,223 
  3,460,141 
Net loss per share
 $(0.64)
 $(2.02)
 $(2.47)
 $(5.38)
 $(4.02)
Net loss per weighted average share
 $(0.82)
 $(2.08)
 $(2.66)
 $(5.30)
 $(2.30)
Cash and cash equivalents at end of year
 $58,910,133 
 $63,139,461 
 $69,072,284 
 $57,110,089 
 $106,858,496 
 
Financial Highlights for the Teucrium Soybean Fund (for the years ended December 31, 2018, 2017, 2016, 2015 and 2014).
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
 
December 31, 2015
 
 
December 31, 2014
 
Net assets
 $27,942,017 
 $10,264,025 
 $12,882,100 
 $6,502,552 
 $11,956,149 
Net realized and unrealized (loss) gain on futures contracts
 $(1,448,225)
 $(785,113)
 $1,507,050 
 $(1,301,212)
 $(366,913)
Net (loss) income
 $(1,764,857)
 $(1,115,780)
 $1,094,528 
 $(1,517,824)
 $(582,405)
Weighted-average shares outstanding
  1,261,579 
  717,607 
  623,023 
  386,237 
  251,648 
Net (loss) income per share
 $(1.65)
 $(1.23)
 $1.74 
 $(3.45)
 $(2.16)
Net (loss) income per weighted average share
 $(1.40)
 $(1.55)
 $1.76 
 $(3.93)
 $(2.31)
Cash and cash equivalents at end of year
 $26,774,939 
 $9,942,185 
 $12,300,383 
 $5,937,824 
 $11,505,788 
 
Financial Highlights for the Teucrium Sugar Fund (for the years ended December 31, 2018, 2017, 2016, 2015 and 2014).
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
 
December 31, 2015
 
 
December 31, 2014
 
Net assets
 $10,778,739 
 $6,363,710 
 $5,513,971 
 $5,508,663 
 $2,661,212 
Net realized and unrealized (loss) gain on futures contracts
 $(2,245,847)
 $(2,171,724)
 $1,457,243 
 $(411,880)
 $(451,965)
Net (loss) income
 $(2,435,786)
 $(2,290,088)
 $1,349,263 
 $(475,806)
 $(502,562)
Weighted-average shares outstanding
  1,620,415 
  674,456 
  507,654 
  373,018 
  195,963 
Net (loss) income per share
 $(2.72)
 $(3.18)
 $2.95 
 $(1.81)
 $(2.27)
Net (loss) income per weighted average share
 $(1.50)
 $(3.40)
 $2.66 
 $(1.28)
 $(2.56)
Cash and cash equivalents at end of year
 $10,261,941 
 $5,929,275 
 $5,016,531 
 $4,932,791 
 $2,489,338 
 
Financial Highlights for the Teucrium Wheat Fund (for the years ended December 31, 2018, 2017, 2016, 2015 and 2014).
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
 
December 31, 2015
 
 
December 31, 2014
 
Net assets
  55,149,873 
 $61,416,019 
 $62,344,759 
 $26,529,260 
 $22,263,457 
Net realized and unrealized income (loss) on futures contracts
  1,112,762 
 $(3,979,575)
 $(11,628,525)
 $(7,200,826)
 $(1,070,987)
Net income (loss)
  15,244 
 $(5,589,587)
 $(13,111,481)
 $(8,137,705)
 $(1,748,035)
Weighted-average shares outstanding
  10,111,031 
  9,594,936 
  5,340,851 
  2,470,483 
  1,408,223 
Net loss per share
  (0.04)
 $(0.90)
 $(2.26)
 $(3.57)
 $(2.12)
Net loss per weighted average share
  0.00 
 $(0.58)
 $(2.45)
 $(3.29)
 $(1.24)
Cash and cash equivalents at end of year
  63,300,447 
 $58,932,231 
 $58,931,911 
 $24,579,091 
 $21,568,368 
 
Financial Highlights for the Teucrium Agricultural Fund (for the years ended December 31, 2018, 2017, 2016, 2015 and 2014).
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
 
December 31, 2015
 
 
December 31, 2014
 
Net assets
 $1,524,760 
 $1,137,639 
 $1,316,370 
 $1,329,390 
 $1,652,749 
Net realized and unrealized loss on securities
 $(184,933)
 $(172,534)
 $(6,231)
 $(316,182)
 $(234,501)
Net loss
 $(191,986)
 $(178,731)
 $(13,020)
 $(323,359)
 $(243,693)
Weighted-average shares outstanding
  68,153 
  50,002 
  50,002 
  50,002 
  50,002 
Net loss per share
 $(2.42)
 $(3.58)
 $(0.26)
 $(6.46)
 $(4.88)
Net loss per weighted average share
 $(2.82)
 $(3.57)
 $(0.26)
 $(6.47)
 $(4.87)
Cash equivalents at end of year
 $2,862 
 $2,474 
 $2,360 
 $1,815 
 $1,647 
 
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with the financial statements and the notes thereto of the Teucrium Commodity Trust and all of the Funds which are series of the Trust included elsewhere in the annual report on Form 10-K.
 
This annual report on Form 10-K, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology.  All statements (other than statements of historical fact) included in this filing that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, operations of the Funds, the Sponsor’s plans and references to the future success of a Fund or the Funds and other similar matters, are forward-looking statements.  These statements are only predictions.  Actual events or results may differ materially. 
 
These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances.  Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this 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.  Consequently, all the forward-looking statements made in this filing are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the operations of the Funds or the value of the Shares of the Funds.

Trust Overview
 
The business and operations of the Trust and each Fund are described above under Part I, Item I entitled “Business.”
 
Critical Accounting Policies
 
The Trust’s critical accounting policies for all the Funds are as follows:
 
1.
Preparation of the financial statements and related disclosures in conformity with U.S. 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 combined financial statements and accompanying notes. The Trust’s application of these policies involves judgments and actual results may differ from the estimates used.
 
2.
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.
 
3.
Commodity futures contracts held by the 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. Interest on cash equivalents and deposits are recognized on the accrual basis. The Funds earn interest on funds held at the custodian or other financial institutions at prevailing market rates for such investments.
 
4.
Cash and cash equivalents are cash held at financial institutions in demand-deposit accounts or highly-liquid investments with original maturity dates of three months or less at inception. The Funds reported 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 Funds have a substantial portion of its assets on deposit with banks. Assets deposited with financial institutions may, at times, exceed federally insured limits.
 
5.
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 and financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities and financial instruments 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 Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT or the Intercontinental Exchange (“ICE”), 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.
 
6.
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.
 
 
7.
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.
 
8.
Due from/to broker for investments in financial instruments are securities transactions pending settlement. The Trust and TAGS are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.
 
9.
The investment objective of TAGS 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, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund. As such, TAGS will buy, sell and hold as part of its normal operations shares of the four Underlying Funds. 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.
 
10.
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.
 
11.
The Sponsor is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses for services directly attributable to the Fund such as accounting, financial reporting, regulatory compliance and trading activities, which the Sponsor elected not to outsource. Certain aggregate expenses common to all Teucrium Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity. These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Teucrium Funds, which are primarily the cost of performing certain accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund and are included, primarily, in distribution and marketing fees. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 
12.
The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.  These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.  

 
13.
For commercial paper, the Funds use the effective interest method for calculating the actual interest rate in a period based on the amount of a financial instrument's book value at the beginning of the accounting period. Accretion on these investments are recognized on the effective interest method in U.S. dollars and recognized in cash equivalents. All discounts on purchase prices of debt securities are accreted over the life of the respective security.
 
 
Results of Operations
 
The discussion below addresses the material changes in the results of operations for the year ended December 31, 2018 compared to the years ended December 31, 2017 and 2016. CORN, SOYB, CANE WEAT and TAGS operated for the entirety of all periods discussed below. 
 
Total expenses for the current and comparative periods are presented both gross and net of any expenses waived or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). For all expenses waived in 2016, 2017 and 2018, the Sponsor has determined that no reimbursement will be sought in future periods. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to or change in the net gain or net loss in any period for the Trust and each Fund as a result of this change in presentation.
 
In accordance with ASU 2016-18 issued by the FASB, the presentation of restricted cash on the financial statements for the period ending December 31, 2017 was updated to be included in “Cash and Cash Equivalents” on the Statements of Assets and Liabilities and the Statements of Cash Flows, and as specified in the Notes to the Financial Statements under “Cash, cash equivalents and restricted cash”. This presentation did not have a material impact on the financial statements and disclosures of the Trust and the Funds. Effective October 2017, for all funds the balance for restricted cash held in custody at the Bank of New York Mellon was $0.
 
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Fund, including services directly attributable to the Fund such as accounting, financial reporting, regulatory compliance and trading activities, which the Sponsor elected not to outsource. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum. 
 
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, the Financial Industry Regulatory Authority (“FINRA”), or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. Each Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity. These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to services provided by the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Funds and are, primarily, included as distribution and marketing fees on the statements of operations.  These amounts, for the Trust and for each Fund, are detailed in the notes to the financial statements included in Part II of this filing.
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund.
 
For the period January 1, 2018 to December 31, 2018, the Funds, in total, recorded an increase in expenses, gross and net of any expenses waived by the Sponsor, over what had been recorded in 2017. For the year ending December 31, 2018, total expenses gross of any waived expenses, were $7,411,981, while total expenses, net were $6,184,551.  For the year 2017, these were, $6,580,718 and $5,551,819, respectively.  For 2016, these were $6,146,659 and $5,308,644, respectively. The increase in expenses for the period 2018 compared to 2017, gross of any waived expenses, was $831,263 which was driven by increases in all expense categories, specifically: 1) a $146,381 or 10% increase in management fees paid to the Sponsor; 2) a $112,954 or 8% increase in professional fees related to auditing, legal and tax preparation fees; 3) a $475,185 or 18% increase in distribution and marketing fees; 4) a $4,066 or 1% increase in custodian fees and expenses; 5) a $22,100 or 24% increase in business permits and licenses; 6) a $7,584 or 3% increase in general and administrative expenses; 7) a $36,347 or 23% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 8) a $26,646 or 28% increase in other expenses. The 13% increase in expenses year over year was generally due to higher average net assets. Total expenses, net of expenses waived by the Sponsor, increased by $632,732 for 2018 compared to 2017 due to the increase in gross expenses, which was partially offset by an increase of $198,531 in expenses waived by the Sponsor.
 
For the year ended December 31, 2018, no reimbursement to the Sponsor will be sought in any future period for expenses that have been identified as waived by the Sponsor.
 
 
Teucrium Corn Fund
 
The Teucrium Corn Fund commenced investment operations on June 9, 2010.  The investment objective of the Corn 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 of the closing settlement prices for three futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”), specifically (1) the second-to-expire CBOT Corn Futures Contract, weighted 35%, (2) the third-to-expire CBOT Corn Futures Contract, weighted 30%, and (3) the CBOT Corn Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35%. On December 31, 2018, the Corn Fund held a total of 2,889 CBOT Corn Futures contracts with a notional value of $56,379,850. Of these, 1,030 contracts had an asset fair value of $107,363, while 1,859 contracts had a liability fair value of $1,297,288. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to the MAY19 contracts, the second-to-expire CBOT Corn Futures Contract, (2) 30% to JUL19 CBOT contracts, the third-to-expire CBOT Corn Futures Contract, and (3) 35% to DEC19 CBOT contracts, the CBOT Corn Futures Contract expiring in the December following the expiration month of the third-to-expire contract.
 
The benchmark for the Fund is the Teucrium Corn Index (TCORN) which is defined as: A weighted average of daily changes in the closing settlement prices of (1) the second-to-expire Corn Futures Contract 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 third-to-expire contract, weighted 35%.  To convert to an index, 100 is set to $25, the opening day price of CORN.
 
The chart below shows the percent change in the NAV per share for the Fund, the market price of the Fund shares, represented by the closing price of the Fund on the NYSE Arca or the mid-point of the 4 pm bid and ask if no closing price is available, and TCORN for two periods. One period is December 31, 2017 compared to December 31, 2018.  The second period is from the commencement of operations to December 31, 2018. The Benchmark does not reflect any impact of expenses, which would generally reduce the Fund’s NAV, or interest income, which would generally increase the NAV.  The actual results for the NAV do include the impacts of both expenses and interest income.
 
Period
Change in NAV per share
Change in Market Price
Change in the Benchmark (TCORN)
December 31, 2017 to December 31, 2018
-3.82%
-4.28%
-2.36%
June 10, 2010 to December 31, 2018
-37.68%
-37.77%
-12.78%
 
For the Year Ended December 31, 2018 Compared to the Years Ended December 31, 2017 and 2016
 
On December 31, 2018, the Fund had 3,500,004 shares outstanding and net assets of $56,379,057.  This is in comparison to 3,875,004 shares outstanding and net assets of $64,901,479 on December 31, 2017 and 3,900,004 shares outstanding with net assets of $73,213,541 on December 31, 2016.  Shares outstanding decreased by 375,000 or 10% for the period of 2018 when compared to 2017.  This slight decrease was, in the opinion of management, due to the uncertainty in the market due to the trade dispute with China. In total, the Fund issued 1,525,000 shares and purchased 1,900,000 shares, in 2018, as part of creation and redemption baskets. For the period 2018 compared to 2016, there was a decrease in shares outstanding of 400,000 or 10%. In total, in 2017, the Fund issued 1,325,000 shares and purchased 1,350,000 shares as part of creation and redemption baskets.
 
Total net assets for the Fund were $56,379,057 on December 31, 2018, compared to $64,901,479 on December 31, 2017 and $73,213,541 on December 31, 2016. The Net Asset Values (“NAV”) per share related to these balances were $16.11, $16.75, and $18.77 respectively. When comparing December 31, 2018 with 2017, there was a decrease in total net assets of 13%, driven by a combination of a decrease in the number of shares outstanding of 375,000 or 10% and a decrease in the NAV per share of ($0.64) or 4%. When comparing December 31, 2018 with 2016, there was a decrease in total net assets of 23%, driven by a combination of an decrease in the number of shares outstanding of 400,000 or 10% and a change in the NAV per share which decreased by ($2.66) or 14%. The closing prices per share for 2018, 2017 and 2016, as reported by the NYSE Arca, were $16.05, $16.77, and $18.71, respectively. The change from December 31, 2018 over prior years was a 4% decrease from 2017 and a 14% decrease from 2016.
 
 
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to December 31, 2018 and serves to illustrate the relative changes of these components.
 
 
 
The total loss for the year ended December 31, 2018 was ($892,853) resulting primarily from the net change in realized loss on commodity futures contracts totaling ($3,025,313), and by a net change in unrealized appreciation of commodity futures contracts of $651,638. Total loss was ($5,205,716) in 2017, and ($6,594,484) in 2016. Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contact given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  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.
 
Interest income for year ended December 31, 2018, 2017, and 2016, respectively, was $1,480,822, $778,560, and $396,679.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand deposit savings accounts with more attractive overnight deposit rates. Effective October 3, 2017, the Fund invested in investment grade commercial paper with maturities of ninety days or less. These investments provide a higher rate than money market products offered in the past. Interest rates paid on cash balances of the Fund have increased beginning March 2017 and have continued to increase through December 2018. These higher levels of interest rates are projected to remain at the current level in 2019 or slightly increase, absent any decreases in the Federal Funds rate.
 
Total expenses gross of expenses waived by the Sponsor (“Total expenses”) for 2018 were $2,801,361; total expenses for 2017 were $2,918,936 and $3,411,916 in 2016. This represents a ($117,575) or 4% decrease for 2018 over 2017 and a ($610,555) or 18% decrease for 2018 over 2016. The decrease for 2018 over 2017 was driven by: 1) a ($93,280) or 15% decrease in professional fees related to auditing, legal and tax preparation fees; and 2) a ($12,937) or 1% decrease in distribution and marketing fees; 3) a ($26,510) or 17% decrease in custodian fees and expenses; 4) a ($2,590) or 10% decrease in business permits and licenses; and 5) a ($17,286) or 14% decrease in general and administrative expenses. These decreases were partially offset by: 1) a $21,330 or 3% increase in management fee paid to the Sponsor as a result of higher average net assets; 2) a $11,365 or 14% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 3) a $2,333 or 6% increase in other expenses. The decreases in operating expenses were due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds.
 
The decrease for 2018 over 2016 was driven by: 1) a ($15,179) or 2% decrease in the management fee paid to the Sponsor as a result of lower average net assets; 2) a ($509,033) or 49% decrease in professional fees related to auditing, legal and tax preparation fees; 3) a ($55,975) or 31% decrease in custodian fees and expenses; 4) a ($34,684) or 24% decrease in general and administrative expenses; and 5) a ($5,660) or 6% decrease in brokerage commissions due to an increase in contracts purchased and rolled. The decreases were partially offset by: 1) a $3,202 or 0% increase in distribution and marketing fees; 2) a $5,774 or 34% increase in business permits and licenses; and 3) a $1,000 or 2% increase in other expenses. The decreases in operating expenses were due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 3.98% in 2018, 4.28% in 2017, and 4.74% in 2016. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the year ended December 31, 2018, the Sponsor waived fees of $280,817; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. The Sponsor permanently waived $409,562 of expenses in 2017 and $442,333 in 2016.
 
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for 2018, 2017 and 2016 were $2,520,544, $2,509,374, and $2,969,583 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.58% in 2018, 3.68% in 2017, 4.13% in 2016. Net investment loss, which includes the impact of expenses and interest income, was 1.48% in 2018, 2.54% in 2017 and 3.58% in 2016.
 
Other than the management fee to the Sponsor and 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 structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
  
Net cash provided by (used in) the Fund’s operating activities during the year was $879,697 in 2018, ($5,335,851) in 2017, and ($9,759,190) in 2016. In 2018, proceeds from the sale of shares were $26,460,193 in 2018, representing 1,525,000 shares while payments for redemptions were $31,569,218 representing 1,900,000 shares. In 2017, proceeds from the sale of shares were $25,173,968 representing 1,325,000 shares while payments for redemptions were $25,770,940, representing 1,350,000 shares. In 2016, proceeds from the sale of shares were $57,591,933, representing 2,875,000 shares while payments for redemptions were $35,870,548, representing 1,850,000 shares.
 
The seasonality patterns for corn futures prices are impacted by a variety of factors. These include, but are not limited to, the harvest in the fall, the planting conditions in the spring, and the weather throughout the critical germination and growing periods. Prices for corn futures are affected by the availability and demand for substitute agricultural commodities, including soybeans and wheat, and the demand for corn as an additive for fuel, through the production of ethanol. The price of corn futures contracts is also influenced by global economic conditions, including the demand for exports to other countries. Such factors will impact the performance of the Fund and the results of operations on an ongoing basis. The Sponsor cannot predict the impact of such factors.
 
Teucrium Soybean Fund
 
The Teucrium Soybean Fund commenced investment operations on September 19, 2011. The investment objective of the Fund is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybean Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”).  Except as described in the following paragraph, the three Soybean Futures Contracts will be: (1) 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 the 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. On December 31, 2018, the Fund held a total of 612 CBOT soybean futures contracts with a notional value of $27,925,551. Of these, 218 contracts had an asset fair value of $228,400, while 394 contracts had a liability fair value of $39,250. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to MAR19 CBOT contracts, (2) 30% to MAY19 CBOT contracts, and (3) 35% to NOV19 CBOT contracts.
 
 
The benchmark for the Fund is the Teucrium Soybean Index (TSOYB) which is defined as: A weighted average of daily changes in the closing settlement prices of (1) 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 the 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. During the period when the Excluded Contracts are the second-to-expire and third-to-expire Soybean Futures Contract, the fourth-to-expire and fifth-to-expire Soybean Futures Contracts will take the place of the second-to-expire and third-to-expire Soybean Futures Contracts, respectively, as Benchmark Component Futures Contracts.  Similarly, when the August Contract is the third-to-expire Soybean Futures Contract, the fifth-to-expire Soybean Futures Contract will take the place of the August Contract as a Benchmark Component Futures Contract, and when the September Contract is the second-to-expire Soybean Futures Contract, the third-to-expire and fourth-to-expire Soybean Futures Contracts will be Benchmark Component Futures Contracts.  To convert to an index, 100 is set to $25, the opening day price of SOYB.
 
The chart below shows the percent change in the NAV per share for the Fund, the market price of the Fund shares, represented by the closing price of the Fund on the NYSE Arca or the mid-point of the 4 pm bid and ask if no closing price is available, and TSOYB for two periods. One period is December 31, 2017 compared to December 31, 2018.  The second period is from the commencement of operations to December 31, 2018. The Benchmark does not reflect any impact of expenses, which would generally reduce the Fund’s NAV, or interest income, which would generally increase the NAV.  The actual results for the NAV do include the impacts of both expenses and interest income.
 
Period
Change in NAV
per share
Change in
Market Price
Change in the Benchmark (TSOYB)
December 31, 2017 to December 31, 2018
-9.26%
-9.51%
-7.71%
September 19, 2011 to December 31, 2018
-34.32%
-35.49%
-9.75%
 
For the Year Ended December 31, 2018 Compared to the Years Ended December 31, 2017 and 2016
 
On December 31, 2018, the Fund had 1,725,004 shares outstanding and net assets of $27,942,017.  This is in comparison to 575,004 shares outstanding and net assets of $10,264,025 on December 31, 2017 and 675,004 shares outstanding with net assets of $12,882,100 on December 31, 2016.  Shares outstanding increased by 1,150,000 or 200% for the period of 2018 when compared to 2017.  This increase was, in the opinion of management, due to the continued growth in China's soybean imports during the period reported. In total, the Fund issued 1,575,000 shares and purchased 425,000 shares as part of creation and redemption baskets in 2018. For the period 2018 compared to 2016, there was an increase in shares outstanding of 1,050,000 or 156%.  In total, the Fund issued 1,100,000 shares and purchased 1,200,000 shares as part of creation and redemption baskets, in 2017.
 
Total net assets for the Fund were $27,942,017 on December 31, 2018, compared to $10,264,025 on December 31, 2017 and $12,882,100 on December 31, 2016. The Net Asset Values (“NAV”) per share related to these balances were $16.20, $17.85, and $19.08 respectively. When comparing December 31, 2018 with 2017, there was an increase in total net assets of 172%, which was driven by a combination of a increase in total shares outstanding of 200% and a decrease in the NAV per share of ($1.65) or 9%. When comparing December 31, 2018 with 2016, there was an increase in total net assets of 117%, which was driven by a combination of an increase in the number of shares outstanding of 156% and a decrease in the NAV per share of ($2.88) or 15%. The closing prices per share for 2018, 2017, and 2016, as reported by the NYSE Arca, were $16.18, $17.88, and $19.10, respectively. The change from December 31, 2018 over prior years was a 10% decrease from 2017 and a 15% decrease from 2016.
 
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to December 31, 2018 and serves to illustrate the relative changes of these components.
 

 
 
 
Total loss for the year ended December 31, 2018 was ($988,055) resulting from the net change in realized loss on commodity futures contracts totaling ($2,085,438) and a change in unrealized appreciation on commodity futures contracts of $637,213. Total (loss) income was ($632,168) in 2017 and $1,572,207 in 2016. Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contact given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  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.
 
Interest income for the year ended December 31, 2018, 2017, and 2016, respectively, was $460,170, $152,945, and $65,157.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand deposit savings accounts with more attractive overnight deposit rates. Effective October 3, 2017, the Fund invested in investment grade commercial paper with maturities of ninety days or less. These investments provide a higher rate than money market products offered in the past. Interest rates paid on cash balances of the Fund have increased beginning March 2017 and have continued to increase through December 2018. These higher levels of interest rates are projected to remain at the current level in 2019 or slightly increase, absent any decreases in the Federal Funds rate.
 
Total expenses gross of expenses waived by the Sponsor (“Total expenses”) for 2018 were $1,171,393; total expenses for 2017 were $610,101 and $546,593 in 2016. This represents a $561,292 or 92% increase for 2018 over 2017 and a $624,800 or 114% increase for 2018 over 2016. The increase for 2018 over 2017 was driven by increase in all expense categories, specifically: 1) a $79,229 or 60% increase in management fee paid to the Sponsor due to higher average net assets; 2) a $92,531 or 52% increase in professional fees related to auditing, legal and tax preparation fees; 3) a $306,422 or 146% increase in distribution and marketing expenses; 4) a $32,770 or 117% increase in custodian fees and expenses; 5) a $12,674 or 72% increase in business permits and licenses; 6) a $18,333 or 76% increase in general and administrative expenses; 7) a $7,318 or 86% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 8) a $12,015 or 124% increase in other expenses. The increases year over year were generally due to higher average net assets year over year.
 
The increase for 2018 over 2016 was driven by increase in all expense categories, specifically: 1) a $93,848 or 79% increase in management fee paid to the Sponsor due to higher average net assets; 2) a $158,225 or 140% increase in professional fees related to auditing, legal and tax preparation fees; 3) a $298,251 or 137% increase in distribution and marketing expenses; 4) a $26,364 or 76% increase in custodian fees and expenses; 5) a $11,891 or 65% increase in business permits and licenses; 6) a $10,355 or 32% increase in general and administrative expenses; 7) a $14,273 or 947% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 8) a $11,593 or 115% increase in other expenses. The increases year over year were generally due to higher average net assets relative to other funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 5.52% in 2018, 4.59% in 2017, and 4.61% in 2016. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.  
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the year ended December 31, 2018, the Sponsor waived fees of $394,591; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. The Sponsor permanently waived $126,489 of expenses in 2017 and $68,914 in 2016.
 
Total expenses net of expenses waived by the Sponsor (“Total expenses, net”) for 2018, 2017, and 2016 were $776,802, $483,612, and $477,679 respectively. The total expense ratio net of expenses waived by the Sponsor was 3.66% in 2018, 3.63% in 2017, and 4.03% in 2016. Net investment loss, which includes the impact of expenses and interest income, was 1.49% in 2018, 2.48% in 2017, and 3.48% in 2016.
 
Other than the management fee to the Sponsor and 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 structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
 
 
Net cash used in the Fund’s operating activities during 2018 was ($2,610,095). Net cash (used in) provided by operating activities by the Fund was ($933,519) in 2017 and $1,012,539 in 2016. In 2018, proceeds from the sale of shares were $26,403,162 representing 1,575,000 shares while payments for the redemption of shares were $6,960,313 representing 425,000 shares. In 2017, $20,374,923 representing 1,100,000 shares while payments for the redemption of shares were $21,877,218 representing 1,200,000 shares. In 2016, proceeds from the sale of shares were $9,190,140 representing 500,000 shares while payments for the redemption of shares were $3,905,120 representing 200,000 shares.
 
The seasonality patterns for soybean futures prices are impacted by a variety of factors. These include, but are not limited to, the harvest in the fall, the planting conditions in the spring, and the weather throughout the critical germination and growing periods. Prices for soybean futures are affected by the availability and demand for substitute agricultural commodities, including corn and wheat. The price of soybean futures contracts is also influenced by global economic conditions, including the demand for exports to other countries. Such factors will impact the performance of the Fund and the results of operations on an ongoing basis. The Sponsor cannot predict the impact of such factors.
 
Teucrium Sugar Fund
 
The Teucrium Sugar Fund commenced investment operations on September 19, 2011. The investment objective of the Fund is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for sugar (“Sugar Futures Contracts”) that are traded on ICE Futures US (“ICE Futures”), specifically: (1) the second-to-expire Sugar No. 11 Futures Contract (a “Sugar No. 11 Futures Contract”), weighted 35%, (2) the third-to-expire Sugar No. 11 Futures Contract, weighted 30%, and (3) the Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35%. On December 31, 2018, the Fund held a total of 770 ICE sugar futures contracts with a notional value of $10,774,120. Of these, 513 had an asset fair value of $233,979, while 257 contracts had a liability fair value of $47,656. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to the MAY19 ICE No 11 contracts, (2) 30% to the JUL19 ICE No 11 contracts, and (3) 35% to the MAR20 ICE No 11 contracts.
 
The benchmark for the Fund is the Teucrium Sugar Index (TCANE) which is defined as: A weighted average of daily changes in the closing settlement prices (1) the second-to-expire Sugar No. 11 Futures Contract (a “Sugar No. 11 Futures Contract”), weighted 35%, (2) the third-to-expire Sugar No. 11 Futures Contract, weighted 30%, and (3) the Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35%.  To convert to an index, 100 is set to $25, the opening day price of CANE.
 
The chart below shows the percent change in the NAV per share for the Fund, the market price of the Fund shares, represented by the closing price of the Fund on the NYSE Arca or the mid-point of the 4 pm bid and ask if no closing price is available, and TCANE for two periods. One period is December 31, 2017 compared to December 31, 2018. The second period is from the commencement of operations to December 31, 2018. The Benchmark does not reflect any impact of expenses, which would generally reduce the Fund’s NAV, or interest income, which would generally increase the NAV.  The actual results for the NAV do include the impacts of both expenses and interest income.
 
Period
Change in NAV per share
Change in Market Price
Change in the Benchmark (TCANE)
December 31, 2017 to December 31, 2018
-27.81%
-27.52%
-26.53%
September 19, 2011 to December 31, 2018
-72.06%
-72.28%
-65.34%
 
For the Year Ended December 31, 2018 Compared to the Years Ended December 31, 2017 and 2016
 
On December 31, 2018, the Fund had 1,525,004 shares outstanding and net assets of $10,778,739.  This is in comparison to 650,004 shares outstanding and net assets of $6,363,710 on December 31, 2017 and 425,004 shares outstanding with net assets of $5,513,971 on December 31, 2016.  Shares outstanding increased by 875,000 or 135% for the period of 2018 when compared to 2017. This increase was, in the opinion of management, due to the low price of sugar and record world demand relative to recent years, which accelerated investor interest. In 2018, the Fund issued 2,450,000 shares and purchased 1,575,000 shares as part of creation and redemption baskets. In 2017, the Fund issued 925,000 shares and purchased 700,000 shares as part of creation and redemption baskets. For the period 2018 compared to 2016, there was an increase in shares outstanding of 1,100,000 or 259%.  In 2016, the Fund issued 250,000 shares and purchased 375,000 shares as part of creation and redemption baskets.
 
Total net assets for the Fund were $10,778,739 on December 31, 2018, compared to $6,363,710 on December 31, 2017 and $5,513,971 on December 31, 2016. The Net Asset Values (“NAV”) per share related to these balances were $7.07, $9.79, and $12.97 respectively. When comparing December 31, 2018 with 2017, there was an increase in total net assets of 69%, driven by a combination of an increase in total shares outstanding of 135% and by a change in the NAV per share which decreased by ($2.72) or 28%. When comparing December 31, 2018 with 2016, there was an increase in total net assets of 95%, driven by an increase in total shares outstanding of 259% and by a decrease in the NAV per share of ($5.90) or 45%. The closing prices per share for 2018, 2017 and 2016, as reported by the NYSE Arca, were $7.09, $9.78, and $13.00 respectively.  The change from December 31, 2018 over prior years was a 28% decrease from 2017 and a 45% decrease from 2016.
 
 
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to December 31, 2018 and serves to illustrate the relative changes of these components.
 
 
Total loss for the year ended December 31, 2018 was ($1,996,430) resulting primarily from the realized loss on commodity futures contracts totaling ($2,314,984) and a gain generated by the net change in unrealized appreciation on commodity futures contracts of $69,137. Total (loss) income was ($2,092,835) in 2017 and $1,489,291 in 2016. Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contact given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  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.
 
Interest income for year ended December 31, 2018, 2017, and 2016, respectively, was $249,417, $78,889, and $32,048.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand deposit savings accounts with more attractive overnight deposit rates. Effective October 3, 2017, the Fund invested in investment grade commercial paper with maturities of ninety days or less. These investments provide a higher rate than money market products offered in the past. Interest rates paid on cash balances of the Fund have increased beginning March 2017 and have continued to increase through December 2018. These higher levels of interest rates are projected to remain at the current level in 2019 or slightly increase, absent any decreases in the Federal Funds rate.
 
Total expenses gross of expenses waived by the Sponsor (“Total expenses”) for 2018 were $708,276; total expenses for 2017 were $326,587 and $288,309 in 2016. This represents a $381,689 or 117% increase for 2018 over 2017 and a $419,967 or 146% increase for 2018 over 2016. The increase for 2018 over 2017 was driven by increases of: 1) a $51,436 or 73% increase in management fee paid to the Sponsor due to higher average net assets; 2) a $122,819 or 194% increase in professional fees related to auditing, legal and tax preparation fees; 3) a $150,881 or 120% increase in distribution and marketing expenses; 4) a $14,863 or 78% increase in custodian fees and expenses; 5) a $11,947 or 69% increase in business permits and licenses; 6) a $9,716 or 67% increase in general and administrative expenses; 7) a $13,505 or 128% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 8) a $6,522 or 132% increase in other expenses. The increases year over year were generally due to higher average net assets relative to the other Funds.
 
The increase for 2018 over 2016 was driven by increases of: 1) a $65,921 or 117% increase in management fee paid to the Sponsor due to higher average net assets; 2) a $139,176 or 296% increase in professional fees related to auditing, legal and tax preparation fees; 3) a $161,535 or 140% increase in distribution and marketing expenses; 4) a $15,326 or 83% increase in custodian fees and expenses; 5) a $10,765 or 58% increase in business permits and licenses; 6) a $6,686 or 38% increase in general and administrative expenses; 7) a $15,349 or 177% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 8) a $5,209 or 83% increase in other expenses. The increases year over year were generally due to higher average net assets. The total expense ratio gross of expenses waived by the Sponsor for these years was 5.80% in 2018, 4.62% in 2017, and 4.72% in 2016. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the year ended December 31, 2018, the Sponsor waived fees of $268,920; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. The Sponsor permanently waived $129,334 of expenses in 2017 and $148,281 in 2016.
 
Total expenses net of expenses waived by the Sponsor (“Total expenses, net”) for 2018, 2017 and 2016 were $439,356, $197,253, and $140,028, respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.60% in 2018, 2.79% in 2017, and 2.29% in 2016. Net investment loss, which includes the impact of expenses and interest income, was 1.56% in 2018, 1.68% in 2017, and 1.77% in 2016.
 
 
Other than the management fee to the Sponsor and 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 structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
 
Net cash used in the Fund’s operating activities during the 2018 was ($2,518,149). Net cash (used in) provided by operating activities by the Fund was ($2,301,151) in 2017 and $1,359,306 in 2016. In 2018, proceeds from the sale of shares were $18,588,300 representing 2,450,000 shares while payments for the redemption of shares were $11,737,485 representing 1,575,000 shares. In 2017, proceeds from the sale of shares were $10,190,950 representing 925,000 shares while payments for the redemption of shares were $7,051,123 representing 700,000 shares. In 2016, proceeds from the sale of shares was $2,805,578 representing 250,000 while payments for the redemption of shares were $4,149,533 representing 375,000 shares.
 
Teucrium Wheat Fund
 
The Teucrium Wheat Fund commenced investment operations on September 19, 2011. The investment objective of the Fund is to have the daily changes in percentage terms of the Shares’ Net Asset Value reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”), specifically: (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%. On December 31, 2018, the Fund held a total of 2,106 CBOT wheat futures contracts with a notional value of $55,151,250. The contracts had a liability fair value of $3,985,400. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to MAY19 CBOT contracts, (2) 30% to JUL19 CBOT contracts, and (3) 35% to DEC19 CBOT contracts.
 
The benchmark for the Fund is the Teucrium Wheat Index (TWEAT) which is defined as: A weighted average of daily changes in the closing settlement prices of (1) the second-to-expire Wheat Futures Contract traded on the CBOT, 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 third-to-expire contract, weighted 35%.  To convert to an index, 100 is set to $25, the opening day price of WEAT.
 
The chart below shows the percent change in the NAV per share for the Fund, the market price of the Fund shares, represented by the closing price of the Fund on the NYSE Arca or the mid-point of the 4 pm bid and ask if no closing price is available, and TWEAT for two periods. One period is December 31, 2017 compared to December 31, 2018.  The second period is from the commencement of operations to December 31, 2018. The Benchmark does not reflect any impact of expenses, which would generally reduce the Fund’s NAV, or interest income, which would generally increase the NAV.  The actual results for the NAV do include the impacts of both expenses and interest income.
 
Period
Change in NAV per share
Change in Market Price
Change in the Benchmark (TWEAT)
December 31, 2017 to December 31, 2018
-0.76%
-1.17%
0.95%
September 19, 2011 to December 31, 2018
-75.72%
-76.16%
-66.27%
 
For the Year Ended December 31, 2018 Compared to the Years Ended December 31, 2017 and 2016
 
On December 31, 2018, the Fund had 9,275,004 shares outstanding and net assets of $55,149,873.  This is in comparison to 10,250,004 shares outstanding and net assets of $61,416,019 on December 31, 2017 and 9,050,004 shares outstanding with net assets of $62,344,759 on December 31, 2016. Shares outstanding decreased by 975,000 or 10% for the period of 2018 when compared to 2017.  This decrease was, in the opinion of management, due to larger projected U.S. supply, reduced domestic use and higher ending stocks. In 2018, the Fund issued 2,000,000 shares and purchased 2,975,000 shares as part of creation and redemption baskets. In 2017, the Fund issued 5,375,000 shares and purchased 4,175,000 shares as part of creation and redemption baskets. For the period 2018 compared to 2016, there was an increase in shares outstanding of 225,000 shares or 2%.  In 2016, the Fund issued 6,475,000 shares and purchased 325,000 shares as part of creation and redemption baskets.
 
Total net assets for the Fund were $55,149,873 on December 31, 2018, compared to $61,416,019 on December 31, 2017 and $62,344,759 on December 31, 2016. The Net Asset Values (“NAV”) per share related to these balances were $5.95, $5.99, and $6.89 respectively. When comparing December 31, 2018 with 2017, the net assets decreased by 10%, which was driven by a decrease in the number of shares outstanding of 10%. When comparing December 31, 2018 with 2016, there was a decrease in total net assets of 12%, driven by a combination of an increase in total shares outstanding of 2%, which was offset by a decrease in the NAV per share of ($0.94) or 14%.  The closing prices per share for 2018, 2017 and 2016, as reported by the NYSE Arca, were $5.93, $6.00, and $6.88, respectively.  The change from December 31, 2018 over prior years was a 1% decrease from 2017 and a 14% decrease from 2016. 
 
 
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to December 31, 2018 and serves to illustrate the relative changes of these components.
 
 
The total income for the year ended December 31, 2018 was $2,455,989 resulting primarily from the net change in realized gain on commodity futures contracts totaling $2,502,112, and by a net change in unrealized depreciation of commodity futures contracts of ($1,389,350). Total loss was ($3,234,218) in 2017, and ($11,396,927) in 2016. Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contact given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  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.
 
 
Interest income for year ended December 31, 2018, 2017, and 2016, respectively, was $1,343,227, $745,357, and $231,598.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand deposit savings accounts with more attractive overnight deposit rates. Effective October 3, 2017, the Fund invested in investment grade commercial paper with maturities of ninety days or less. These investments provide a higher rate than money market products offered in the past. Interest rates paid on cash balances of the Fund have increased beginning March 2017 and have continued to increase through December 2018. These higher levels of interest rates are projected to remain at the current level in 2019 or slightly increase, absent any decreases in the Federal Funds rate.
 
Total expenses gross of expenses waived by the Sponsor (“Total expenses”) for 2018 were $2,675,481; total expenses for 2017 were $2,678,613 and $1,854,582 in 2016. This represents a ($3,132) or 0% decrease for 2018 over 2017 and a $820,899 or 44% increase for 2018 over 2016. The decrease for 2018 over 2017 was driven by: 1) a ($5,614) or 1% decrease in management fee paid to the Sponsor due to lower average net assets; 2) a ($10,650) or 2% decrease in professional fees related to auditing, legal and tax preparation fees; 3) a ($17,521) or 12% decrease in custodian fees and expenses; and 4) a ($3,515) or 3% decrease in general and administrative expenses. These decreases were offset by increases in: 1) a $24,415 or 2% increase in distribution and marketing expenses; 2) a $26 or 0% increase in business permits and licenses; 3) a $4,159 or 7% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 4) a $5,568 or 15% increase in other expenses. The decreases in operating expenses were due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds.
 
The increase for 2018 over 2016 was driven by increases in all expense categories period over period except for business permits and licenses, which decreased by ($18,357) or 47%. The increase was driven by: 1) a $233,446 or 56% increase in management fee paid to the Sponsor due to higher average net assets; 2) a $256,117 or 80% increase in professional fees related to auditing, legal and tax preparation fees; 3) a $317,276 or 41% increase in distribution and marketing expenses; 4) a $4,721 or 4% increase in custodian fees and expenses; 5) a $12,198 or 13% increase in general and administrative expenses; 6) a $15,470 or 32% increase in brokerage commissions due to an increase in contracts purchased and rolled; and 7) a $28 or 0% increase in other expenses. The increases year over year were generally due to higher average net assets relative to other funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 4.13% in 2018, 4.09% in 2017, and 4.47% in 2016. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.  
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the year ended December 31, 2018, the Sponsor waived fees of $234,736; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. The Sponsor permanently waived $323,244 of expenses in 2017 and $140,028 in 2016.
 
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for 2018, 2017 and 2016 were $2,440,745, $2,355,369, and $1,714,554 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.76% in 2018, 3.60% in 2017, and 4.13% in 2016. Net investment loss, which includes the impact of expenses and interest income, was 1.69% in 2018, 2.46% in 2017, and 3.57% in 2016.
 
Other than the management fee to the Sponsor and 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 structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
 
Net cash provided by (used in) the Fund’s operating activities during the period was $10,649,606 in 2018, ($4,660,527) in 2017 and ($14,596,770) in 2016. In 2018, proceeds from the sale of shares were $12,997,590 representing 2,000,000 shares while payments for redemption of shares were $19,278,980 representing 2,975,000 shares. In 2017, proceeds from the sale of shares were $35,809,657 representing 5,375,000 shares while payments for redemption of shares were $31,148,810 representing 4,175,000 shares. In 2016, proceeds from the sale of shares were $51,690,600 representing 6,475,000 shares while payments for the redemption of shares were $2,763,620 representing 325,000 shares.
 
The seasonality patterns for wheat futures prices are impacted by a variety of factors. These include, but are not limited to, the harvest in the fall, the planting conditions in the spring, and the weather throughout the critical germination and growing periods. Prices for wheat futures are affected by the availability and demand for substitute agricultural commodities, including corn and soybeans. The price of wheat futures contracts is also influenced by global economic conditions, including the demand for exports to other countries. Such factors will impact the performance of the Fund and the results of operations on an ongoing basis. The Sponsor cannot predict the impact of such factors.
 
 
Teucrium Agricultural Fund
 
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, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 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, 2018, the Fund held: 1) 23,808 shares of CORN with a fair value of $383,506; 2) 64,537 shares of WEAT with a fair value of $383,743; 3) 23,581 shares of SOYB with a fair value of $381,970; and 4) 52,924 shares of CANE with a fair value of $374,067.  The weighting on December 31, 2018 was 25% to CORN, 25% to WEAT, 25% to SOYB and 25% to CANE.
 
The benchmark for the Fund is the Teucrium Agricultural Index (TTAGS) which is defined as: A weighted average of 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. To convert to an index, 100 is set to $50 the opening day price of TAGS.
 
The chart below shows the percent change in the NAV per share for the Fund, the market price of the Fund shares, represented by the closing price of the Fund on the NYSE Arca or the mid-point of the 4 pm bid and ask if no closing price is available, and TTAGS for two periods. One period is December 31, 2017 compared to December 31, 2018. The second period is from the commencement of operations to December 31, 2018. The Benchmark does not reflect any impact of expenses, which would generally reduce the Fund’s NAV, or interest income, which would generally increase the NAV.  The actual results for the NAV do include the impacts of both expenses and interest income.
 
Period
Change in NAV per share
Change in Market Price
Change in the Benchmark (TTAGS)
December 31, 2017 to December 31, 2018
-10.65%
-7.10%
-10.18%
March 28, 2012 to December 31, 2018
-58.90%
-58.64%
-57.31%
 
For the Year Ended December 31, 2018 Compared to the Years Ended December 31, 2017 and 2016
 
On December 31, 2018, the Fund had 75,002 shares outstanding and 50,002 on 2017 and 2016 respectively.  The net assets of the Fund were $1,524,760 in 2018, $1,137,639 in 2017, and $1,316,370 in 2016. In 2018, the Fund issued 25,000 shares as part of creation baskets. There were no shares issued or redeemed in 2017 and 2016. Effective August 2, 2012 through April 9, 2018, the Fund was at 50,002 shares outstanding which represents a minimum number of shares and there could be no further redemptions until additional shares are created.
 
Total net assets for the Fund were $1,524,760 on December 31, 2018, compared to $1,137,639 on December 31, 2017 and $1,316,370 on December 31, 2016. The Net Asset Values (“NAV”) per share related to these balances were $20.33, $22.75, and $26.33 respectively. When comparing December 31, 2018 with 2017, there was an increase in total net assets of 34%, which was driven by a combination of a change in the NAV per share which decreased by ($2.42) or 11% and an increase in the number of shares outstanding of 50%. When comparing December 31, 2018 with 2016, there was an increase in total net assets of 16%, which was driven by a change in the NAV per share which decreased by ($6.00) or 23%. The closing prices per share for 2018, 2017 and 2016, as reported by the NYSE Arca, were $20.53, $22.10, and $25.68, respectively.  The change from December 31, 2018 over prior years was a 7% decrease from 2017 and 20% decrease from 2016.
 
 
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to December 31, 2018 and serves to illustrate the relative changes of these components.
 
 
 
Total loss for 2018 was ($184,882) resulting from the realized loss on the securities of the Underlying Funds totaling ($341,548) and a gain generated by the unrealized appreciation on the securities of the Underlying Funds of $156,615. Total loss for the period in 2017 and 2016 was ($172,520) and ($6,220), respectively. 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 gross of expenses waived by the Sponsor (“Total expenses”) for 2018 were $55,470; total expenses for 2017 were $46,481 and $45,259 in 2016. This represents a $8,989 or 19% increase for 2018 over 2017 and a $10,211 or 23% increase for 2018 over 2016. The increase for 2018 over 2017 was driven by increases in all expense categories, specifically: 1) a $1,534 or 10% increase in professional fees related to auditing, legal and tax preparation fees; 2) a $6,404 or 44% increase in distribution and marketing expenses; 3) a $464 or 22% increase in custodian fees and expenses; 4) a $43 or 0% increase in business permits and licenses; 5) a $335 or 19% increase in general and administrative expenses; and 6) a $209 or 33% increase in other expenses. The increases year over year were generally due to higher average net assets relative to other funds.
 
The increase for 2018 over 2016 was driven by increases in: 1) a $4,549 or 37% increase in professional fees related to auditing, legal and tax preparation fees; 2) a $5,323 or 34% increase in distribution and marketing expenses; 3) a $97 or 1% increase in business permits and licenses; 4) a $201 or 11% increase in general and administrative expenses; and 5) a $276 or 50% increase in other expenses. These increases were partially offset by decreases in: 1) a ($12) or 0% decrease in custodian fees and expenses and 2) a ($223) or 100% decrease in brokerage commissions. The total expense ratio gross of expenses waived by the Sponsor for these years was 3.77% in 2018, 3.74% in 2017, and 3.33% in 2016.
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund. This election is subject to change by the Sponsor, at its discretion. For the year ended December 31, 2018, the Sponsor waived fees of $48,366; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. The Sponsor permanently waived $40,270 of expenses in 2017 and $38,459 in 2016.
 
Total expenses net of expenses waived by the Sponsor (“Total expenses, net”) for 2018, 2017 and 2016 were $7,104, $6,211, and $6,800 respectively. The total expense ratio net of expenses waived by the Sponsor for these periods was 0.48% in 2018, 0.50% in 2017 and 0.50% in 2016.
 
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 structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the net expense ratio to be reduced. As the Sponsor has initiated a percentage based daily expense accrual for the Fund, even if total net assets for the Fund fall, the total expense ratio of the Fund will not increase.  The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
 
Net cash (used in) provided by the Fund’s operating activities during the period was ($578,719) in 2018, $114 in 2017, and $545 in 2016. In 2018, proceeds from the sale of shares were $579,107 representing 25,000 shares and there were no payments for redemption baskets. There were no proceeds from creation baskets or payments for redemption baskets in 2017 or in 2016.
 
Benchmark Performance
 
The Funds are new and have a limited operating history. Investing in Commodity Interests subjects the Funds to the risks of the underlying commodity market, and this could result in substantial fluctuations in the price of each Fund’s Shares. Unlike mutual funds, the Funds generally will not distribute dividends to Shareholders. Investors may choose to use the Funds as a means of investing indirectly in the underlying commodity, and there are risks involved in such investments. The Sponsor has limited experience operating a commodity pool. Investors may choose to use the Funds as vehicles to hedge against the risk of loss, and there are risks involved in hedging activities.
 
During the period from January 1, 2018 through December 31, 2018, the average daily change in the NAV of each Fund was within plus/minus 10 percent of the average daily change in the Benchmark of the Fund, as stated in the prospectus for each Fund.
 
Frequency Distribution of Premiums and Discounts
 
Description
 
The frequency distribution charts below present information about the difference between the daily market price for Shares of each Fund and the Fund’s reported Net Asset Value per share. The amount that a Fund’s market price is above the reported NAV is called the premium. The amount that a Fund’s market price is below the reported NAV is called the discount. The market price is determined using the midpoint between the highest bid and the lowest offer on the listing exchange, as of the time that a Fund’s NAV is calculated (usually 4:00 p.m., New York time). The horizontal axis of the chart shows the premium or discount expressed in basis points. The vertical axis indicates the number of trading days in the period covered by the chart. Each bar in the chart shows the number of trading days in which a Fund traded within the premium/discount range indicated.  The charts are also available on the website for each Fund on a quarterly basis.
 
*A unit that is equal to 1/100th of 1% and is used to denote the change in a financial instrument.
 
 
NEITHER THE PAST PERFORMANCE OF A FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE
 
CORN
 
The performance data above for the Teucrium Corn Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
 
SOYB
 
The performance data above for the Teucrium Soybean Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
 
 
CANE
The performance data above for the Teucrium Sugar Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
 
WEAT
The performance data above for the Teucrium Wheat Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. 

 
TAGS
 

The performance data above for the Teucrium Agricultural Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
 
For the period from August 2, 2012 through April 10, 2018, TAGS had 50,002 shares outstanding; this represents the minimum number of shares and, thus, no shares could be redeemed until additional shares have been created. This has generated a situation, at times, in which the spread between the bid/ask midpoint at 4pm and the NAV falls outside of the “1 to 49” or “-1 to -49” range. The situation does not affect the actual NAV of the Fund. The Fund as of December 31, 2018 has 75,004 shares outstanding. Effective September 4, 2018, the Sponsor updated the number of Shares required for a Creation Basket or Redemption Basket from 25,000 shares of the Fund to 12,500 shares. 
 
Off Balance Sheet Financing
 
As of December 31, 2018, neither the Trust nor any of the Funds 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 Funds.  While the exposure of each Fund under these indemnification provisions cannot be estimated, they are not expected to have a material impact on the financial positions of each Fund.
 
Liquidity and Capital Resources
 
The Funds do not anticipate making use of borrowings or other lines of credit to meet their obligations.   The Funds meet their liquidity needs in the normal course of business from the proceeds of the sale of their investments from the cash, cash equivalents and/or the Treasuries Securities that they intend to hold, and/or from the fee waivers provided by the Sponsor. The Funds’ liquidity needs 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.
 
The Funds generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash and cash equivalents. Generally, all of the net assets of the Funds are allocated to trading in Commodity Interests.  Most of the assets of the Funds are held in cash and/or cash equivalents. The percentage that such assets 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 are paid to that Fund.
 
The investments of a Fund in Commodity Interests are 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.
 
Market Risk
 
Trading in Commodity Interests such as Futures Contracts will involve the Funds entering into contractual commitments to purchase or sell specific amounts of commodities 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 each Fund as each Fund intends to close out any open positions prior to the contractual expiration date.  As a result, each 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 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 the Funds to purchase a specific commodity will be limited to the aggregate face amount of the contacts held. 
 
The exposure of the Funds to market risk will depend on a number of factors including the markets for the specific commodity, the volatility of interest rates and foreign exchange rates, the liquidity of the commodity-specific Interest markets and the relationships among the contracts held by each Fund.
 
Credit Risk
 
When any of the Funds enter 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 the CBOT and ICE is the clearinghouse associated with those exchanges.  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, clearinghouse, or their financial backers will satisfy their obligations to any of the Funds.
 
The Funds 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.” 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 the Funds as a technique to avoid taking physical delivery of a commodity futures contract, corn for example, in that a counterparty will take the Fund’s position in a Corn Futures Contract into its own account in exchange for a swap that does not by its terms call for physical delivery.  The Funds 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 may use an “exchange for risk” transaction in connection with the creation and redemption of shares. These transactions must be carried out only in accordance with the rules of the applicable exchange where the futures contracts trade.
 
The Sponsor will attempt to manage the credit risk of each Fund by following certain trading limitations and policies.  In particular, each Fund intends to post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of the Interests it holds.  The Sponsor will implement procedures that will include, but will not be 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 each Fund to limit its credit exposure.
 
 
The CEA requires all FCMs, such as the Funds’ clearing brokers, 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 CFTC has similar authority over introducing brokers, or persons who solicit or accept orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes an administrative procedure under which customers may institute complaints for damages arising from alleged violations of the CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.
 
On November 14, 2013, the CFTC published final regulations that 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 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 the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.
 
ED&F Man Capital Markets Inc. (“ED&F Man”) is the Funds’ FCM and the clearing broker to execute and clear the Funds’ futures and provide other brokerage-related services. 
 
The Funds, other than TAGS, will generally retain cash positions of approximately 95% of total net assets; this balance represents the total net assets less the initial margin requirements held by the FCM. These cash assets are either: 1) deposited by the Sponsor in demand deposit accounts of financial institutions which are deemed by the Sponsor to be of investment level quality, 2) held in a money-market fund which is deemed to be a cash equivalent under the most recent SEC definition, or 3) held in a cash equivalent with a maturity of 90 days or less that is deemed by the Sponsor to be of investment level quality.
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risks
 
Trading in Commodity Interests such as Futures Contracts will involve the Funds entering into contractual commitments to purchase or sell specific amounts of commodities 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 each Fund as each Fund intends to close out any open positions prior to the contractual expiration date.  As a result, each 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 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 the Funds to purchase a specific commodity will be limited to the aggregate face amount of the contacts held.
 
The exposure of the Funds to market risk will depend primarily on the market price of the specific commodities held by the Fund. The market price of the commodities depends in part on the volatility of interest rates and foreign exchange rates and the liquidity of the commodity-specific markets.
 
TAGS is subject to the risks of the commodity-specific futures contracts of the Underlying Funds as the fair value of its holdings is based on the NAV of each of the Underlying Funds, each of which is directly impacted by the factors discussed above.
 
The tables below present a quantitative analysis of hypothetical impact of price decreases and increases in each of the commodity futures contracts held by each of the Funds, or the Underlying Funds in the case of TAGS, on the actual holdings and NAV per share as of December 31, 2018. For purposes of this analysis, all futures contracts held by the Funds and the Underlying Funds are assumed to change by the same percentage. In addition, the cash held by the Funds and any management fees paid to the Sponsor are assumed to remain constant and not impact the NAV per share. There may be very slight and immaterial differences, due to rounding, in the tables presented below.
 
 
Quantitative Risk Analysis
 
CORN:
 
 
December 31, 2018 as Reported
 
 
10% Decrease
 
 
15% Decrease
 
 
20% Decrease
 
 
10% Increase
 
 
15% Increase
 
 
20% Increase
 
Holdings as of December 31, 2018
 
Number of Contracts Held
 
 
Closing Price
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
CBOT Corn Futures MAY19
  1,030 
 $3.8300 
 $19,724,500 
 $17,752,050 
 $16,765,825 
 $15,779,600 
 $21,696,950 
 $22,683,175 
 $23,669,400 
CBOT Corn Futures JUL19
  866 
 $3.9075 
 $16,919,475 
 $15,227,528 
 $14,381,554 
 $13,535,580 
 $18,611,423 
 $19,457,396 
 $20,303,370 
CBOT Corn Futures DEC19
  993 
 $3.9750 
 $19,735,875 
 $17,762,288 
 $16,775,494 
 $15,788,700 
 $21,709,463 
 $22,696,256 
 $23,683,050 
     Total CBOT Corn Futures
    
    
 $56,379,850 
 $50,741,866 
 $47,922,873 
 $45,103,880 
 $62,017,836 
 $64,836,827 
 $67,655,820 
 
    
    
    
    
    
    
    
    
    
Shares outstanding
    
    
  3,500,004 
  3,500,004 
  3,500,004 
  3,500,004 
  3,500,004 
  3,500,004 
  3,500,004 
 
    
    
    
    
    
    
    
    
    
Net Asset Value per Share attributable directly to CBOT Corn Futures
    
    
 $16.11 
 $14.50 
 $13.69 
 $12.89 
 $17.72 
 $18.52 
 $19.33 
Total Net Asset Value per Share as reported
    
    
 $16.11 
    
    
    
    
    
    
Change in the Net Asset Value per Share
    
    
    
 $(1.61)
 $(2.42)
 $(3.22)
 $1.61 
 $2.42 
 $3.22 
 
    
    
    
    
    
    
    
    
    
Percent Change in the Net Asset Value per Share
    
    
    
  -10.00%
  -15.00%
  -20.00%
  10.00%
  15.00%
  20.00%
 
SOYB:
 
 
December 31, 2018 as Reported
 
 
10% Decrease
 
 
15% Decrease
 
 
20% Decrease
 
 
10% Increase
 
 
15% Increase
 
 
20% Increase
 
Holdings as of December 31, 2018
 
Number of Contracts Held
 
 
Closing Price
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
CBOT Soybean Futures MAR19
  218 
 $8.9500 
 $9,755,500 
 $8,779,950 
 $8,292,175 
 $7,804,400 
 $10,731,050 
 $11,218,825 
 $11,706,600 
CBOT Soybean Futures MAY19
  185 
 $9.0775 
 $8,396,688 
 $7,557,019 
 $7,137,184 
 $6,717,350 
 $9,236,356 
 $9,656,191 
 $10,076,025 
CBOT Soybean Futures NOV19
  209 
 $9.3525 
 $9,773,363 
 $8,796,026 
 $8,307,358 
 $7,818,690 
 $10,750,699 
 $11,239,367 
 $11,728,035 
     Total CBOT Soybean Futures
    
    
 $27,925,551 
 $25,132,995 
 $23,736,717 
 $22,340,440 
 $30,718,105 
 $32,114,383 
 $33,510,660 
 
    
    
    
    
    
    
    
    
    
Shares outstanding
    
    
  1,725,004 
  1,725,004 
  1,725,004 
  1,725,004 
  1,725,004 
  1,725,004 
  1,725,004 
 
    
    
    
    
    
    
    
    
    
Net Asset Value per Share attributable directly to CBOT Soybean Futures
    
    
 $16.19 
 $14.57 
 $13.76 
 $12.95 
 $17.81 
 $18.62 
 $19.43 
Total Net Asset Value per Share as reported
    
    
 $16.20 
    
    
    
    
    
    
Change in the Net Asset Value per Share
    
    
    
 $(1.62)
 $(2.43)
 $(3.24)
 $1.62 
 $2.43 
 $3.24 
 
    
    
    
    
    
    
    
    
    
Percent Change in the Net Asset Value per Share
    
    
    
  -9.99%
  -14.99%
  -19.99%
  9.99%
  14.99%
  19.99%
 
CANE:
 
 
December 31, 2018 as Reported
 
 
10% Decrease
 
 
15% Decrease
 
 
20% Decrease
 
 
10% Increase
 
 
15% Increase
 
 
20% Increase
 
Holdings as of December 31, 2018
 
Number of Contracts Held
 
 
Closing Price
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
ICE #11 Sugar Futures MAY19
  278 
 $0.1210 
 $3,767,456 
 $3,390,710 
 $3,202,338 
 $3,013,965 
 $4,144,202 
 $4,332,574 
 $4,520,947 
ICE #11 Sugar Futures JUL19
  235 
 $0.1224 
 $3,221,568 
 $2,899,411 
 $2,738,333 
 $2,577,254 
 $3,543,725 
 $3,704,803 
 $3,865,882 
ICE #11 Sugar Futures MAR20
  257 
 $0.1315 
 $3,785,096 
 $3,406,586 
 $3,217,332 
 $3,028,077 
 $4,163,606 
 $4,352,860 
 $4,542,115 
     Total ICE #11 Sugar Futures
    
    
 $10,774,120 
 $9,696,707 
 $9,158,003 
 $8,619,296 
 $11,851,533 
 $12,390,237 
 $12,928,944 
 
    
    
    
    
    
    
    
    
    
Shares outstanding
    
    
  1,525,004 
  1,525,004 
  1,525,004 
  1,525,004 
  1,525,004 
  1,525,004 
  1,525,004 
 
    
    
    
    
    
    
    
    
    
Net Asset Value per Share attributable directly to ICE #11 Sugar Futures
    
    
 $7.06 
 $6.36 
 $6.01 
 $5.65 
 $7.77 
 $8.12 
 $8.48 
Total Net Asset Value per Share as reported
    
    
 $7.07 
    
    
    
    
    
    
Change in the Net Asset Value per Share
    
    
    
 $(0.71)
 $(1.06)
 $(1.41)
 $0.71 
 $1.06 
 $1.41 
 
    
    
    
    
    
    
    
    
    
Percent Change in the Net Asset Value per Share
    
    
    
  -10.00%
  -14.99%
  -19.99%
  10.00%
  14.99%
  19.99%
 
 
WEAT:
 
 
December 31, 2018 as Reported
 
 
10% Decrease
 
 
15% Decrease
 
 
20% Decrease
 
 
10% Increase
 
 
15% Increase
 
 
20% Increase
 
Holdings as of December 31, 2018
 
Number of Contracts Held
 
 
Closing Price
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
 
Notional Amount
 
CBOT Wheat Futures MAY19
  756 
 $5.1050 
 $19,296,900 
 $17,367,210 
 $16,402,365 
 $15,437,520 
 $21,226,590 
 $22,191,435 
 $23,156,280 
CBOT Wheat Futures JUL19
  637 
 $5.1850 
 $16,514,225 
 $14,862,803 
 $14,037,091 
 $13,211,380 
 $18,165,648 
 $18,991,359 
 $19,817,070 
CBOT Wheat Futures DEC19
  713 
 $5.4250 
 $19,340,125 
 $17,406,113 
 $16,439,106 
 $15,472,100 
 $21,274,138 
 $22,241,144 
 $23,208,150 
     Total CBOT Wheat Futures
    
    
 $55,151,250 
 $49,636,126 
 $46,878,562 
 $44,121,000 
 $60,666,376 
 $63,423,938 
 $66,181,500 
 
    
    
    
    
    
    
    
    
    
Shares outstanding
    
    
  9,275,004 
  9,275,004 
  9,275,004 
  9,275,004 
  9,275,004 
  9,275,004 
  9,275,004 
 
    
    
    
    
    
    
    
    
    
Net Asset Value per Share attributable directly to CBOT Wheat Futures
    
    
 $5.95 
 $5.35 
 $5.05 
 $4.76 
 $6.54 
 $6.84 
 $7.14 
Total Net Asset Value per Share as reported
    
    
 $5.95 
    
    
    
    
    
    
Change in the Net Asset Value per Share
    
    
    
 $(0.59)
 $(0.89)
 $(1.19)
 $0.59 
 $0.89 
 $1.19 
 
    
    
    
    
    
    
    
    
    
Percent Change in the Net Asset Value per Share
    
    
    
  -9.99%
  -14.99%
  -19.99%
  9.99%
  14.99%
  19.99%
 
TAGS:
 
 
December 31, 2018 as Reported
 
 
10% Decrease
 
 
15% Decrease
 
 
20% Decrease
 
 
10% Increase
 
 
15% Increase
 
 
20% Increase
 
Holdings as of December 31, 2018
 
Number of Shares Held
 
 
Closing NAV
 
 
Fair Value
 
 
Fair Value
 
 
Fair Value
 
 
Fair Value
 
 
Fair Value
 
 
Fair Value
 
 
Fair Value
 
Teucrium Corn Fund
  23,808 
 $16.1100 
 $383,506 
 $345,156 
 $325,980 
 $306,805 
 $421,857 
 $441,032 
 $460,208 
Teucrium Soybean Fund
  23,581 
 $16.2000 
 $381,970 
 $343,773 
 $324,674 
 $305,576 
 $420,167 
 $439,265 
 $458,364 
Teucrium Sugar Fund
  52,924 
 $7.0700 
 $374,067 
 $336,660 
 $317,957 
 $299,253 
 $411,474 
 $430,177 
 $448,880 
Teucrium Wheat Fund
  64,537 
 $5.9500 
 $383,743 
 $345,369 
 $326,182 
 $306,995 
 $422,118 
 $441,305 
 $460,492 
     Total value of shares of the Underlying Funds
    
    
 $1,523,286 
 $1,370,958 
 $1,294,793 
 $1,218,629 
 $1,675,616 
 $1,751,779 
 $1,827,944 
 
    
    
    
    
    
    
    
    
    
Shares outstanding
    
    
  75,002 
  75,002 
  75,002 
  75,002 
  75,002 
  75,002 
  75,002 
 
    
    
    
    
    
    
    
    
    
Net Asset Value per Share attributable directly to shares of the Underlying Funds
    
    
 $20.31 
 $18.28 
 $17.26 
 $16.25 
 $22.34 
 $23.36 
 $24.37 
Total Net Asset Value per Share as reported
    
    
 $20.33 
    
    
    
    
    
    
Change in the Net Asset Value per Share
    
    
    
 $(2.03)
 $(3.05)
 $(4.06)
 $2.03 
 $3.05 
 $4.06 
 
    
    
    
    
    
    
    
    
    
Percent Change in the Net Asset Value per Share
    
    
    
  -9.99%
  -14.99%
  -19.98%
  9.99%
  14.99%
  19.98%
 
Qualitative Risk Analysis
 
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 discussedbelow, 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 their shareholders personally) are subject to margin calls.
 
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
 
 
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” (i.e., uncleared or over-the-counter swaps). The proposed rules would require swap dealers and major swap participants to collect both variation and initial margin from counterparties known as “financial end-users” such as the Funds or Underlying Funds and in certain circumstances require these swap dealers or major swap participants to post variation margin or initial margin to the Funds or Underlying Funds. The CFTC and the Prudential Regulators finalized these rules in 2016 and compliance became necessary in September 2016.
 
An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs. The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled within the business day, which is typically 7 hours or less. The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.
 
The Funds, other than TAGS, will generally retain cash positions of approximately 95% of total net assets; this balance represents the total net assets less the initial margin requirements discussed above. These cash assets are either: 1) deposited by the Sponsor in demand deposit accounts of financial institutions which are rated in the highest short-term rating category by a nationally recognized statistical rating organization or deemed by the Sponsor to be of comparable quality; 2) held in short-term Treasury Securities; or 3) held in a money-market fund which is deemed to be a cash equivalent under the most recent SEC definition.
 
Item 8. Financial Statements and Supplementary Data
 
See Index to Financial Statements for a list of the financial statements being filed herein.
 
The Sponsor, on behalf of the Teucrium Commodity Trust and each of the Funds that is a series of the Trust, assessed the effectiveness of both the Trust’s and each Fund’s internal control over financial reporting as of December 31, 2018.  In making this assessment, it used the criteria in the Internal Control – Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.  Based on the assessment, management of the Sponsor believes that, as of December 31, 2018, the internal control over financial reporting of both the Trust and each of the Fund that is a series of the Trust is effective.
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A. Controls and Procedures
 
Disclosure Controls and Procedures
 
The Trust and each Fund maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms for the Trust and each Fund thereof.
 
Management of the Sponsor of the Funds (“Management”), including Sal Gilbertie the Sponsor’s Principal Executive Officer and Cory Mullen-Rusin, the Sponsor’s Principal Financial Officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design and operation of the Trust’s and each Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, and, based upon that evaluation, concluded that the Trust’s and each Fund’s disclosure controls and procedures were effective as of the end of such period, to ensure that information the Trust is required to disclose in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure. The scope of the evaluation of the effectiveness of the design and operation of its disclosure controls and procedures covers the Trust, as well as separately for each Fund that is a series of the Trust.
 
The certifications of the Chief Executive Officer and Chief Financial Officer are applicable to each Fund individually as well as the Trust as a whole.
 
 
Management’s Annual Report on Internal Control over Financial Reporting
 
Management of the Sponsor, on behalf of the Trust and each Fund are responsible for establishing and maintaining adequate internal control over financial reporting. The Trust and each Fund’s internal control system is designed to provide reasonable assurance to the Sponsor regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
Management of the Sponsor, including Sal Gilbertie, Principal Executive Officer of the Sponsor, and Cory Mullen-Rusin, Principal Financial Officer of the Sponsor, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, assessed the effectiveness of the Trust’s and each Fund’s internal control over financial reporting as of December 31, 2018. In making this assessment, it used the criteria in the Internal Control – Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the assessment, Management believes that, as of December 31, 2018, the internal control over financial reporting is effective for the Trust and each Fund thereof.  Grant Thornton, the public accounting firm that audited the financial statement included herein for the year-ended 2018, has issued an attestation report on the Trust and each Fund’s internal control over financial reporting for that period.
 
Changes in Internal Control over Financial Reporting
 
Effective September 17, 2018, Sal Gilbertie replaced Dale Riker as Chief Executive Officer and Secretary of Teucrium Trading, LLC (“Teucrium” or the “Sponsor”), Sponsor of the funds, each a series of the Teucrium Commodity Trust (the “Trust”).
 
Effective September 13, 2018, Barbara Riker resigned as the Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer of Teucrium.
 
Effective September 17, 2018, Corey Mullen-Rusin was appointed Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer of Teucrium.
 
Effective October 10, 2018, Steve Kahler resumed his role as Chief Operating Officer of Teucrium.
 
Other than the management changes listed above, there has been no change in the Trust’s or the Funds’ internal controls over the financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal year that has materially affected, or is reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.
 
Item 9B. Other Information
 
Not applicable.
 
PART III
 
Item 10. Directors and Executive Officers of the Registrant
 
The Trust has no directors, officers or employees and is managed by the Sponsor, Teucrium Trading, LLC.  The Sponsor is managed by the officers of the Sponsor under its Limited Liability Company Agreement.  A discussion concerning the officers of the Sponsor is incorporated herein under Item 1 of this report.
 
Code of Ethics
 
The Sponsor has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to all of its officers (including senior financial officers) and employees; the Sponsor’s Code of Ethics covers all officers and employees that manage the Trust and the Funds. A printed copy of the Code of Ethics is available to any person free of charge, upon request, by contacting the Sponsor at:
 
Teucrium Trading, LLC
Three Main Street
Suite 215
Burlington, Vermont 05401
Phone: (802) 540-0019
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act requires directors and executive officers of the Sponsor and persons who are beneficial owners of at least 10% a Fund’s Shares to file with the SEC an Initial Statement of Beneficial Ownership of Securities on Form 3 within ten calendar days of first becoming a director, executive officer or beneficial owner of at least 10% of a Fund’s Shares and a Statement of Changes in Beneficial Ownership of Securities on Form 4 within two business days of a subsequent acquisition or disposition of Shares of a Fund and, unless all reportable transactions were previously reported on Form 3 or Form 4, an Annual Statement of Changes in Beneficial Ownership of Securities on Form 5 within 45 days after the Trust’s fiscal year-end.  For the year ended December 31, 2018, based solely on a review of the Section 16(a) reports furnished to the Trust and written representation by the Trust’s Section 16(a) reporting persons, to the best knowledge of the Sponsor, all such filings have been made within these prescribed timeframes. 
 
Item 11. Executive Compensation
 
The Trust does not directly compensate any of the executive officers of the Sponsor.  The executive officers of the Sponsor are compensated by the Sponsor for the work they perform on behalf of the Trust.  The Trust does not set the amount or form of any portion of, the compensation paid to the executive officers by the Sponsor. Each of the series of the Trust, except for TAGS, is obligated to pay a management fee to the Sponsor at an annualized rate of 1.00% of average daily net assets. The Sponsor has the right to elect to waive the management fee for any Fund; that election may be changed by the Sponsor.  For 2018, the Funds recognized $1,687,082 in management fees to the Sponsor. In addition to the management fee, each Fund reimburses the Sponsor for expenses related to the operation of the Fund. These related party expenses are discussed in the Notes to the Financial Statements for the Trust and each Fund in Part II of this filing.
 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
a.
Security Ownership of Certain Beneficial Owners. The following table sets forth information with respect to each person known to own beneficially more than 5% of the outstanding shares of any series in the Trust as of December 31, 2018, based on information known to the Sponsor.
 
(1)
Title of Class
(2)
Name and Address of Beneficial Owner
(3)
Amount and Nature of Beneficial Ownership
(4)
Percent of Class
CANE
Korea Securities Depository,
4 Gil 23 Yoinaruro, Youngdeungpo Gu, Seoul KS
155,588 common units(1)
10.20%
CANE
Chang-Chen Koo
San Marino CA, 91108
210,639 common units(1)
13.81%
SOYB
Korea Securities Depository,
4 Gil 23 Yoinaruro, Youngdeungpo Gu, Seoul KS
115,952 common units(1)
6.72%
SOYB
Flow Traders US LLC,
Avenue of the Americas 4th Floor, New York, NY 10036
  119,230 common units(1)
6.91%
TAGS
Murray E Clayton Rollover IRA,
Mooresville, NC 28117
  3,747 common units(1)
 5.00%
TAGS
Interactive Investor Services LTD,
Exchange Court Duncombe Street, Leeds UK
   4,500 common units(1)
6.00%
 
TAGS
Gregory A Toufayan,
Saddle River, NJ 07458
  5,000 common units(1)
6.67% 
 
TAGS
 
Virtu Americas LLC,
Vesey Street, New York, NY 10282
  23,824 common units(1)   
 31.76%
 
 
(1) These individuals and entities have not filed any public reports with the SEC.
 
b. Security Ownership of Management
 
The following table sets forth information regarding the beneficial ownership of shares by the executive officers of the Sponsor as of December 31, 2018.  Except as listed, no other executive officer of the Sponsor is a beneficial owner of shares of any series of the Trust.
 
(1)
Title of Class
(2)
Name of Beneficial Owner
(3)
Amount and nature of Beneficial Ownership
(4)
Percent of Class
CORN
Sal Gilbertie
701 common units
*
SOYB
Sal Gilbertie
100 common units
*
CANE
Sal Gilbertie
500 common units
*
WEAT
Sal Gilbertie
200 common units
*
TAGS
Sal Gilbertie
2,000 common units
2.67%
 
* Less than 1%.
 
c. Change in Control.
 
Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the control of the Trust.
 
 
Item 13. Certain Relationships and Related Transactions and Director Independence
 
Neither the Trust or the Funds entered into any transaction in excess of $120,000 in which any related person had a direct or indirect material interest and the Trust and the Funds do not propose to enter into any such transaction. 
 
Item 14. Principal Accountant Fees and Services
 
Fees paid by the Trust for services performed by Grant Thornton, for the years ended December 31, 2018 and December 31, 2017 were:
 
 
 
  Year Ended
 
  Year Ended
 
 
December 31, 2018
 
December 31, 2017
Audit fees - Grant Thornton
 
$
         495,374
 
$
                           492,975
 
The Sponsor approved all services provided by Grant Thornton above. The Sponsor preapproves all audit and non-audit services, if any, of the Trust’s independent registered public accounting firm, including all engagement fees and terms.
 
PART IV

Item 15. Exhibits and Financial Statements Schedules
 
The following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document (13)
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema (13)
 
 
 
101.CAL 
 
XBRL Taxonomy Extension Calculation Linkbase (13)
 
 
 
101.DEF
 
XBRL Taxonomy Definition Linkbase (13)
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase (13)
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase (13)
  
(1)      Previously filed as like-numbered exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-162033, filed on October 22, 2010 and incorporated by reference herein.
 
(2)      Previously filed as like-numbered exhibit to Registration Statement No. 333-162033, filed on September 21, 2009 and incorporated by reference herein.
 
(3)      Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 1 to Registration Statement No. 333-167590, filed on March 9, 2011 and incorporated by reference herein.
 
(4)      Previously filed as Exhibit 3.3 to Registration Statement No. 333-173691, filed on April 25, 2011 and incorporated by reference herein.
 
(5)      Previously filed as Exhibit 10.2 to Post-Effective Amendment No. 1 to Registration Statement No. 333-162033, filed on October 22, 2010 and incorporated by reference herein.
 
(6)      Previously filed as Exhibit 10.2(1) to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated herein by reference.
 
(7)      Previously filed as Exhibit 10.2(2) to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated by reference herein.
 
(8)      Previously filed as Exhibit 10.2(3) to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated by reference herein.
 
(9)      Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 1 to Registration Statement No. 333-173691, filed on December 5, 2011.
 
(10)    Previously filed as Exhibit 10.5 to Pre-Effective Amendment No.1 to Registration Statement No. 333-187463, filed on April 26, 2013.
 
(11)    Previously filed as Exhibit to 10.9 to Registration Statement No. 333-201953, filed on February 9, 2015 and incorporated by reference herein.
 
(12)    Previously filed as like-numbered exhibit to Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 16, 2016.
 
(13)    Filed herein.
  
76
 
 TEUCRIUM COMMODITY TRUST 
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018
 
Index to Financial Statements
 
Documents
 
Page
TEUCRIUM COMMODITY TRUST
 
 
 
F-2
 
F-4
 
F-5
 
F-7
 
F-8
 
F-9
 
F-10
 
 
 
TEUCRIUM CORN FUND
 
 
 
F-25
 
F-27
 
F-28
 
F-30
 
F-31
 
F-32
 
F-33
 
 
 
TEUCRIUM SOYBEAN FUND
 
 
 
F-47
 
F-49
 
F-50
 
F-52
 
F-53
 
F-54
 
F-55
 
 
 
TEUCRIUM SUGAR FUND
 
 
 
F-69
 
F-71
 
F-72
 
F-74
 
F-75
 
F-76
 
F-77
 
 
 
TEUCRIUM WHEAT FUND
 
 
 
F-91
 
F-93
 
F-94
 
F-96
 
F-97
 
F-98
 
F-99
 
 
 
TEUCRIUM AGRICULTURAL FUND
 
 
 
F-113
 
F-115
 
F-116
 
F-118
 
F-119
 
F-120
 
F-121
  
 
F-1
Report of Independent Registered Public Accounting Firm
 
To the Sponsor of
     Teucrium Commodity Trust
 
Opinion on the financial statements
We have audited the accompanying combined statements of assets and liabilities of Teucrium Commodity Trust (a Delaware statutory Trust) (the “Trust”), including the combined schedules of investments, as of December 31, 2018 and 2017, the related combined statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Trust’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2019 expressed an unqualified opinion.
 
Basis for opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ GRANT THORNTON LLP
 
We have served as the Trust’s auditor since 2014.
 
New York, New York
March 15, 2019
 
 
F-2
 Report of Independent Registered Public Accounting Firm
 
To the Sponsor of
     Teucrium Commodity Trust
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Teucrium Commodity Trust (a Delaware statutory Trust) (the “Trust”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the combined financial statements of the Trust as of and for the year ended December 31, 2018, and our report dated March 15, 2019 expressed an unqualified opinion on those financial statements.
 
Basis for opinion
The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and limitations of internal control over financial reporting
A trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A trust’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the trust; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the trust are being made only in accordance with authorizations of management and directors of the trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the trust’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ GRANT THORNTON LLP
 
New York, New York
March 15, 2019
 
 
 
 
F-3
 
TEUCRIUM COMMODITY TRUST 
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Cash and cash equivalents
 $159,250,322 
 $137,945,626 
Interest receivable
  113 
  255 
Other assets
  24,455 
  6,748 
Equity in trading accounts:
    
    
   Commodity futures contracts
  569,742 
  909,281 
   Due from broker
  10,972,275 
  9,987,671 
      Total equity in trading accounts
  11,542,017 
  10,896,952 
Total assets
 $170,816,907 
 $148,849,581 
 
    
    
Liabilities
    
    
Management fee payable to Sponsor
  135,263 
  125,149 
Payable for Purchases of Commercial Paper
  14,951,548 
  - 
Other liabilities
  109,342 
  99,909 
Equity in trading accounts:
    
    
   Commodity futures contracts
  5,369,594 
  5,677,771 
Total liabilities
  20,565,747 
  5,902,829 
 
    
    
Net Assets
 $150,251,160 
 $142,946,752 
 
The accompanying notes are an integral part of these financial statements.
 
F-4
 
TEUCRIUM COMMODITY TRUST 
COMBINED SCHEDULE OF INVESTMENTS 
December 31, 2018
 
Description: Assets
 
Fair Value
 
 
Percentage of  Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $3,262)
 $3,262 
  0.00%
  3,262 
 
    
    
    
 
    
    
 
 Principal Amount
 
Commercial Paper
    
    
    
CNH Industrial Capital LLC 2.63% (cost: $9,939,333 due 1/10/2019)
 $9,993,500 
  6.65%
  10,000,000 
Enable Midstream Partners, LP 2.83% (cost: $2,484,445 due 1/11/2019)
  2,498,056 
  1.66 
  2,500,000 
Enable Midstream Partners, LP 2.98% (cost: $2,488,528 due 1/16/2019)
  2,496,927 
  1.66 
  2,500,000 
Enable Midstream Partners, LP 2.75% (cost: $4,982,938 due 1/10/2019)
  4,996,588 
  3.33 
  5,000,000 
Enable Midstream Partners, LP 3.04% (cost: $9,924,850 due 2/28/2019)
  9,951,570 
  6.62 
  10,000,000 
Enbridge Energy Partners, L.P. 2.96% (cost: $2,490,844 due 1/10/2019)
  2,498,169 
  1.66 
  2,500,000 
Enbridge Energy Partners, L.P. 2.98% (cost: $4,983,612 due 1/15/2019)
  4,994,264 
  3.32 
  5,000,000 
Energy Transfer Operating, L.P. 2.80% (cost: $4,986,486 due 1/4/2019)
  4,998,842 
  3.33 
  5,000,000 
Energy Transfer Operating, L.P. 3.10% (cost: $9,975,269 due 1/31/2019)
  9,975,269 
  6.64 
  10,000,000 
Ford Motor Credit Company LLC 2.63% (cost: $4,967,500 due 1/3/2019)
  4,999,278 
  3.33 
  5,000,000 
Ford Motor Credit Company LLC 2.68% (cost: $4,967,612 due 1/18/2019)
  4,993,744 
  3.32 
  5,000,000 
Ford Motor Credit Company LLC 2.81% (cost: $2,483,783 due 2/6/2019)
  2,493,050 
  1.66 
  2,500,000 
General Motors Financial Company, Inc. 2.83% (cost: $4,976,278 due 3/5/2019)
  4,976,278 
  3.31 
  5,000,000 
Humana Inc. 2.91% (cost: $4,969,200 due 2/11/2019)
  4,983,600 
  3.32 
  5,000,000 
Royal Caribbean Cruises Ltd. 2.73% (cost: $7,483,063 due 1/2/2019)
  7,499,427 
  4.99 
  7,500,000 
Royal Caribbean Cruises Ltd. 2.77% (cost: $4,988,924 due 1/2/2019)
  4,999,618 
  3.33 
  5,000,000 
Total Commercial Paper (total cost: $87,092,665)
  87,348,180 
  58.13 
    
Total Cash Equivalents
 $87,351,442 
  58.13%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures MAY19 (1,030 contracts)
 $107,363 
  0.07%
 $19,724,500 
 
    
    
    
United States soybean futures contracts
    
    
    
CBOT soybean futures MAR19 (218 contracts)
  228,400 
  0.15 
  9,755,500 
 
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAY19 (278 contracts)
  29,254 
  0.02 
  3,767,456 
ICE sugar futures JUL19 (235 contracts)
  204,725 
  0.14 
  3,221,568 
Total commodity futures contracts
 $569,742 
  0.38%
 $36,469,024 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
  
                       Fair Value
 
 
 Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures JUL19 (866 contracts)
 $348,200 
  0.23%
 $16,919,475 
CBOT corn futures DEC19 (993 contracts)
  949,088 
  0.63 
  19,735,875 
 
    
    
    
United States soybean futures contracts
    
    
    
CBOT soybean futures MAY19 (185 contracts)
  35,688 
  0.02 
  8,396,688 
CBOT soybean futures NOV19 (209 contracts)
  3,562 
  0.00 
  9,773,363 
 
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAR20 (257 contracts)
  47,656 
  0.03 
  3,785,096 
 
    
    
    
United States wheat futures contracts
    
    
    
CBOT wheat futures MAY19 (756 contracts)
  1,367,838 
  0.91 
  19,296,900 
CBOT wheat futures JUL19 (637 contracts)
  544,812 
  0.36 
  16,514,225 
CBOT wheat futures DEC19 (713 contracts)
  2,072,750 
  1.38 
  19,340,125 
Total commodity futures contracts
 $5,369,594 
  3.56%
 $113,761,747 
 
    
    
    
Exchange-traded funds*
    
    
 
Shares
 
Teucrium Corn Fund
 $383,506 
  0.26%
  23,808 
Teucrium Soybean Fund
  381,970 
  0.25 
  23,581 
Teucrium Sugar Fund
  374,067 
  0.25 
  52,924 
Teucrium Wheat Fund
  383,743 
  0.26 
  64,537 
Total exchange-traded funds (cost $2,021,172)
 $1,523,286 
  1.02%
    
 
*The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.
 
The accompanying notes are an integral part of these financial statements.
 
F-5
 
 TEUCRIUM COMMODITY TRUST 
COMBINED SCHEDULE OF INVESTMENTS 
December 31, 2017
 
 
 
 
 
 

 
Description: Assets
 
Fair Value
 
 
Percentage of
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $2,874)
 $2,874 
  0.00%
  2,874 
Blackrock FedFund - Institutional Class (cost $140)
  140 
  0.00 
  140 
Total money market funds
 $3,014 
  0.00%
    
 
    
    
    
 
    
    
      
                  Principal Amount
 
Commercial Paper
    
    
    
Boston Scientific Corporation 1.71% (cost: $4,992,208 due 1/16/2018)
 $4,996,458 
  3.50%
  5,000,000 
Canadian Natural Resources Limited 1.76% (cost: $4,990,034 due 1/31/2018)
  4,992,708 
  3.49 
  5,000,000 
E. I. du Pont de Nemours and Company 1.67% (cost: $4,981,556 due 3/5/2018)
  4,985,474 
  3.49 
  5,000,000 
Enbridge Energy Partners, L.P. 2.20% (cost: $4,976,980 due 3/5/2018)
  4,980,918 
  3.48 
  5,000,000 
Equifax Inc. 1.71% (cost: $4,987,958 due 1/5/2018)
  4,999,056 
  3.50 
  5,000,000 
Ford Motor Credit Company LLC 1.41% (cost: $4,982,500 due 1/10/2018)
  4,998,250 
  3.50 
  5,000,000 
Glencore Funding LLC 1.42% (cost: $4,982,496 due 1/17/2018)
  4,996,854 
  3.50 
  5,000,000 
HP Inc. 1.65% (cost: $4,992,028 due 1/22/2018)
  4,995,216 
  3.49 
  5,000,000 
Oneok, Inc. 1.75% (cost: $4,994,684 due 1/5/2018)
  4,999,034 
  3.50 
  5,000,000 
VW Credit, Inc. 1.61% (cost: $4,980,000 due 3/6/2018)
  4,985,778 
  3.49 
  5,000,000 
Total Commercial Paper (total cost: $$49,860,444)
  49,929,746 
  34.94 
    
Total Cash Equivalents
 $49,932,760 
  34.94%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures JUL18 (1,060 contracts)
 $120,487 
  0.08%
 $19,464,250 
 
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAY18 (133 contracts)
  94,539 
  0.07 
  2,237,379 
ICE sugar futures JUL18 (114 contracts)
  89,780 
  0.06 
  1,920,307 
 
    
    
    
United States wheat futures contracts
    
    
    
CBOT wheat futures JUL18 (813 contracts)
  604,475 
  0.42 
  18,424,613 
Total commodity futures contracts
 $909,281 
  0.63%
 $42,046,549 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
Fair Value
 
 
 Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures MAY18 (1,265 contracts)
 $821,825 
  0.57%
 $22,706,750 
CBOT corn futures DEC18 (1,184 contracts)
  1,140,225 
  0.80 
  22,732,800 
 
    
    
    
United States soybean futures contracts
    
    
    
CBOT soybean futures MAR18 (75 contracts)
  174,063 
  0.12 
  3,606,563 
CBOT soybean futures MAY18 (63 contracts)
  152,338 
  0.11 
  3,064,950 
CBOT soybean futures NOV18 (74 contracts)
  121,662 
  0.09 
  3,610,275 
 
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAR19 (126 contracts)
  67,133 
  0.05 
  2,214,173 
 
    
    
    
United States wheat futures contracts
    
    
    
CBOT wheat futures MAY18 (976 contracts)
  1,182,225 
  0.83 
  21,484,200 
CBOT wheat futures DEC18 (893 contracts)
  2,018,300 
  1.41 
  21,521,300 
Total commodity futures contracts
 $5,677,771 
  3.98%
 $100,941,011 
 
    
    
    
Exchange-traded funds*
    
    
 
                         Shares
 
Teucrium Corn Fund
 $287,376 
  0.20%
  17,158 
Teucrium Soybean Fund
  273,664 
  0.19 
  15,331 
Teucrium Sugar Fund
  289,049 
  0.20 
  29,524 
Teucrium Wheat Fund
  286,031 
  0.20 
  47,737 
Total exchange-traded funds (cost $1,790,621)
 $1,136,120 
  0.79%
    
 
*The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.
 
The accompanying notes are an integral part of these financial statements.
 
F-6
 
 
TEUCRIUM COMMODITY TRUST 
COMBINED STATEMENTS OF OPERATIONS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Income
 
 
 
 
 
 
 
 
 
Realized and unrealized gain (loss) on trading of commodity futures contracts:
 
 
 
 
  

 
    Realized loss on commodity futures contracts
 $(4,923,623)
 $(13,335,506)
 $(16,163,531)
    Net change in unrealized (depreciation) or appreciation on commodity futures contracts
  (31,362)
  414,818 
  508,136 
Interest income
  3,533,687 
  1,755,765 
  725,493 
    Total loss
  (1,421,298)
  (11,164,923)
  (14,929,902)
 
    
    
    
Expenses
    
    
    
Management fees
  1,687,082 
  1,540,701 
  1,309,046 
Professional fees
  1,589,673 
  1,476,719 
  1,540,639 
Distribution and marketing fees
  3,073,481 
  2,598,296 
  2,287,894 
Custodian fees and expenses
  350,361 
  346,295 
  359,937 
Business permits and licenses fees
  115,126 
  93,026 
  104,956 
General and administrative expenses
  281,007 
  273,423 
  286,251 
Brokerage commissions
  194,554 
  158,207 
  155,345 
Other expenses
  120,697 
  94,051 
  102,591 
   Total expenses
  7,411,981 
  6,580,718 
  6,146,659 
 
    
    
    
Expenses waived by the Sponsor
  (1,227,430)
  (1,028,899)
  (838,015)
 
    
    
    
Total expenses, net
  6,184,551 
  5,551,819 
  5,308,644 
 
    
    
    
Net loss
   $(7,605,849)
   $(16,716,742)
   $(20,238,546)
 
The accompanying notes are an integral part of these financial statements.
 
F-7
 
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Operations
 
 
 
 
 
 
 
 
 
Net loss
 $(7,605,849)
 $(16,716,742)
 $(20,238,546)
Capital transactions
    
    
    
      Issuance of Shares
   85,028,352 
  91,549,498 
  121,278,251 
      Redemption of Shares
   (69,545,996)
  (85,848,091)
  (46,688,821)
      Net change in the cost of the Underlying Funds
   (572,099)
  4,900 
  4,816 
Total capital transactions
  14,910,257 
  5,706,307 
  74,594,246 
 
    
    
    
Net change in net assets
  7,304,408 
  (11,010,435)
  54,355,700 
 
    
    
    
Net assets, beginning of period
  142,946,752 
  153,957,187 
  99,601,487 
 
    
    
    
Net assets, end of period
 $150,251,160 
 $142,946,752 
 $153,957,187 
 
The accompanying notes are an integral part of these financial statements.
 
F-8
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CASH FLOWS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net loss
 $(7,605,849)
 $(16,716,742)
 $(20,238,546)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
    
    
Net change in unrealized appreciation or (depreciation) on commodity futures contracts
  31,362 
  (414,818)
  (508,136)
Changes in operating assets and liabilities:
    
    
    
              Due from broker
  (984,604)
  3,794,945 
  (1,992,193)
              Interest receivable
  142 
  453 
  68 
              Other assets
  (17,707)
  20,387 
  696,315 
              Management fee payable to Sponsor
  10,114 
  (4,052)
  46,338 
              Payable for Purchases of Commercial Paper
  14,951,548 
  - 
  - 
              Other liabilities
  9,433 
  83,993 
  7,767 
     Net cash provided by (used in) operating activities
  6,394,439 
  (13,235,834)
  (21,988,387)
 
    
    
    
Cash flows from financing activities:
    
    
    
              Proceeds from sale of Shares
  85,028,352 
  91,549,498 
  121,278,251 
              Redemption of Shares
  (69,545,996)
  (85,848,091)
  (46,688,821)
              Net change in cost of the Underlying Funds
  (572,099)
  4,900 
  4,816 
     Net cash provided by financing activities
  14,910,257 
  5,706,307 
  74,594,246 
 
    
    
    
Net change in cash, cash equivalents, and restricted cash
  21,304,696 
  (7,529,527)
  52,605,859 
Cash, cash equivalents, and restricted cash, beginning of period
  137,945,626 
  145,475,153 
  92,869,294 
Cash, cash equivalents, and restricted cash end of period
 $159,250,322 
 $137,945,626 
 $145,475,153 
 
 The accompanying notes are an integral part of these financial statements.
 
F-9
 
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
 
Note 1 – Organization and Operation
 
Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund. Effective as of April 16, 2018, the Trust and the Funds operate pursuant to the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
 
On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.
 
On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 30, 2018. The registration statements for SOYB and CANE registered an additional 5,000,000 shares each. The current registration statement for WEAT was declared effective on July 15, 2016. This registration statement for WEAT registered an additional 24,050,000 shares.
 
On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012. The current registration statement for TAGS was declared effective by the SEC on April 30, 2018.
 
The Sponsor is a member of the National Futures Association (the "NFA") and became a commodity pool operator ("CPO") registered with the Commodity Futures Trading Commission (the "CFTC") effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.
 
The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10K filing. In general, the investment objective of each Fund is to have the daily changes in percentage terms of its Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified for that Fund. The investment objective of TAGS is to have the daily changes in percentage terms of 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: CORN, WEAT, SOYB, and CANE (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced to maintain the approximate 25% allocation to each Underlying Fund.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC in its capacity as the Sponsor (“Sponsor”) may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
Note 2 – Principal Contracts and Agreements
 
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the combined statements of operations. A summary of these expenses is included below.
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
 
 
F-10
 
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the combined statements of operations. A summary of these expenses is included below.
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Amount Recognized for Custody Services
 $350,361 
 $346,295 
 $359,937 
Amount of Custody Services Waived
 $82,390 
 $43,464 
 $61,735 
 
    
    
    
Amount Recognized for Distribution Services
 $172,684 
 $184,118 
 $147,940 
Amount of Distribution Services Waived
 $47,021 
 $48,147 
 $19,815 
 
    
    
    
Amount Recognized for Brokerage Commissions
 $188,705 
 $158,207 
 $155,345 
Amount of Brokerage Commissions Waived
 $- 
 $- 
 $- 
 
    
    
    
Amount Recognized for Wilmington Trust
 $3,160 
 $3,072 
 $3,039 
Amount of Wilmington Trust Waived
 $24 
 $1,515 
 $3,039 
 
Note 3 – Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation.
 
In accordance with ASU 2016-­18 issued by the Financial Accounting Standards Board ("FASB"), for the year ended December 31, 2016 the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the combined statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown on the combined statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Trust and the Funds. For the years ended December 31, 2017 and 2018 the balance of restricted cash in each of the Funds was $0.
 
Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.
 
Revenue Recognition
 
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.
 
 
F-11
 
Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilites and in cash, cash equivalents and restricted cash on the combined statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
 
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.
 
Brokerage Commissions
 
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
 
Income Taxes
 
The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For United States federal income tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Fund’s income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.
 
The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Funds’ conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
 
The Funds recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.
 
The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Trust or the Funds and did not have a significant impact on the financial statements of the Trust and the Funds.

Creations and Redemptions
 
Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
 
Authorized Purchasers may redeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
 
Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.
 
 
F-12
 
There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:
 
CORN: 50,000 shares representing 2 baskets
SOYB: 50,000 shares representing 2 baskets
CANE: 50,000 shares representing 2 baskets
WEAT: 50,000 shares representing 2 baskets
TAGS: 50,000 shares representing 4 baskets
 
Cash, Cash Equivalents, and Restricted Cash
 
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the combined statements of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Money Market Funds
 $3,262 
 $3,014 
 $1,412,423 
Demand Deposit Savings Accounts
  71,902,074 
  88,013,073 
  143,915,277 
Commercial Paper
 $87,348,180 
 $49,929,746 
 $- 
 
On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Trust and Funds. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the combined statements of assets and liabilities that sum to the total of the same such amounts shown in the combined statements of cash flows.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Cash and cash equivalents
 $159,250,322 
 $137,945,626 
 $145,323,469 
Restricted cash
  - 
  - 
  151,684 
Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows
 $159,250,322 
 $137,945,626 
 $145,475,153 
 
Payable for Purchases of Commercial Paper
 
The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
 
 
F-13
 
Due from/to Broker
 
The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.
 
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 their shareholders personally) are subject to margin calls.
 
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions. 
 
Payable/Receivable for Securities Purchased/Sold
 
Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.
 
Sponsor Fee, Allocation of Expenses and Related Party Transactions
 
The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
 
The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 
 
F-14
 
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Recognized Related Party Transactions
 $2,674,984 
 $2,196,388 
 $1,825,552 
Waived Related Party Transactions
 $556,063 
 $453,736 
 $457,658 
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period.
 
 
 
CORN
 
 
SOYB
 
 
CANE
 
 
WEAT
 
 
TAGS
 
 
Trust
 
Year Ended December 31, 2018
 $280,817 
 $394,591 
 $268,920 
 $234,736 
 $48,366 
 $1,227,430 
Year Ended December 31, 2017
 $409,562 
 $126,489 
 $129,334 
 $323,244 
 $40,270 
 $1,028,899 
Year Ended December 31, 2016
 $442,333
 
 $68,914
 
 $148,281
 
 $140,028
 
 $38,459
 
 $838,015
 
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Fair Value - Definition and Hierarchy
 
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Trust uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as “financial instruments.” Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
 
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 
 
F-15
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Trust’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) are not actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
 
On December 31, 2018 and 2017, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
 
For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.
 
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.
 
Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.
 
Expenses
 
Expenses are recorded using the accrual method of accounting.

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Funds.
 
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
 
F-16
 
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
 
F-17
Note 4 – Fair Value Measurements 
 
The Trust’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note 3. The following table presents information about the Trust’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:                          
 
December 31, 2018
   
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Cash Equivalents
 $87,351,442 
 $- 
 $- 
 $87,351,442 
Commodity Futures Contracts
    
    
    
    
Corn futures contracts
  107,363 
  - 
  - 
  107,363 
Soybeans futures contracts
  228,400 
  - 
  - 
  228,400 
Sugar futures contracts
  233,979 
  - 
  - 
  233,979 
Total
 $87,921,184
 
 $- 
 $- 
 $87,921,184
 
 
    
    
    
    
 
    
    
    
    
Liabilities:
 
                       Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Commodity Futures Contracts
    
    
    
    
Corn futures contracts
 $1,297,288 
 $- 
 $- 
 $1,297,288 
Soybeans futures contracts
  39,250 
  - 
  - 
  39,250 
Sugar futures contracts
  47,656 
  - 
  - 
  47,656 
Wheat futures contracts
  3,985,400
 
  - 
  - 
  3,985,400 
Total
 $5,369,594 
 $- 
 $- 
 $5,369,594 
 
December 31, 2017
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Cash Equivalents
 $49,932,760 
 $- 
 $- 
 $49,932,760 
Commodity Futures Contracts
    
    
    
    
Corn futures contracts
  120,487 
  - 
  - 
  120,487 
Sugar futures contracts
  184,319 
  - 
  - 
  184,319 
Wheat futures contracts
  604,475 
  - 
  - 
  604,475 
Total
 $50,842,041 
 $- 
 $- 
 $50,842,041 
 
    
    
    
    
 
    
    
    
    
Liabilities:
 
                        Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Commodity Futures Contracts
    
    
    
    
Corn futures contracts
 $1,962,050 
 $- 
 $- 
 $1,962,050 
Soybeans futures contracts
  448,063 
  - 
  - 
  448,063 
Sugar futures contracts
  67,133 
  - 
  - 
  67,133 
Wheat futures contracts
  3,200,525 
  - 
  - 
  3,200,525 
Total
 $5,677,771 
 $- 
 $- 
 $5,677,771 
 
For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.
 
See the Fair Value - Definition and Hierarchy section in Note 4 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
 
F-18

 
Note 5 – Derivative Instruments and Hedging Activities
 
In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds’ derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Funds invested only in commodity futures contracts specifically related to each Fund.
 
Futures Contracts
 
The Funds are subject to commodity price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts may reduce the Funds’ exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to each Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
 
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2018
 
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
  (iv)     
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 

 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corn futures contracts
 $107,363 
 $- 
 $107,363 
 $107,363 
 $- 
 $- 
Soybeans futures contracts
 $228,400 
 $- 
 $228,400 
 $39,250 
 $- 
 $189,150 
Sugar futures contracts
 $233,979 
 $- 
 $233,979 
 $47,656 
 $- 
 $186,323 
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018
 
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
  (iv)     
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 

 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corn futures contracts
 $1,297,288 
 $- 
 $1,297,288 
 $107,363 
 $1,189,925 
 $- 
Soybeans futures contracts
 $39,250 
 $- 
 $39,250 
 $39,250 
 $- 
 $- 
Sugar futures contracts
 $47,656 
 $- 
 $47,656 
 $47,656 
 $- 
 $- 
Wheat futures contracts
 $3,985,400 
 $- 
 $3,985,400 
 $- 
 $3,985,400 
 $- 
 
 
F-19
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
  (iv)     
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corn futures contracts
 $120,487 
 $- 
 $120,487 
 $120,487 
 $- 
 $- 
Sugar futures contracts
 $184,319 
 $- 
 $184,319 
 $67,133 
 $- 
 $117,186 
Wheat futures contracts
 $604,475 
 $- 
 $604,475 
 $604,475 
 $- 
 $- 
 
F-20
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
(iv)    
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corn futures contracts
 $1,962,050 
 $- 
 $1,962,050 
 $120,487 
 $1,841,563
 $- 
Soybeans futures contracts
 $448,063 
 $- 
 $448,063 
 $-
 $   448,063
 $- 
Sugar futures contracts
 $67,133 
 $- 
 $67,133 
 $67,133 
 $- 
 $- 
Wheat futures contracts
 $3,200,525 
 $- 
 $3,200,525 
 $604,475 
 $2,596,050 
 $- 
 
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Trust:
 
 
F-21
 
Year ended December 31, 2018
Primary Underlying Risk
 
Realized (Loss) Gain on
Commodity Futures Contracts
 
 
Net Change in Unrealized
Appreciation or (Depreciation)
on Commodity Futures Contracts
 
Commodity Price
 
 
 
 
 
 
Corn futures contracts
 $(3,025,313)
 $651,638 
Soybeans futures contracts
  (2,085,438)
  637,213 
Sugar futures contracts
  (2,314,984)
  69,137 
Wheat futures contracts
  2,502,112 
  (1,389,350)
Total commodity futures contracts
 $(4,923,623)
 $(31,362)
 
Year ended December 31, 2017
Primary Underlying Risk
 
Realized (Loss) Gain on Commodity
Futures Contracts
 
 
Net Change in Unrealized
(Depreciation) or Appreciation
on Commodity Futures Contracts
 
Commodity Price
 
 
 
 
 
 
Corn futures contracts
 $(5,603,513)
 $(380,763)
Soybeans futures contracts
  8,425 
  (793,538)
Sugar futures contracts
  (2,435,305)
  263,581 
Wheat futures contracts
  (5,305,113)
  1,325,538 
Total commodity futures contracts
 $(13,335,506)
 $414,818 
 
Year ended December 31, 2016

Primary Underlying Risk
 
Realized (Loss) Gain on Commodity
Futures Contracts
 
 
Net Change in Unrealized
Appreciation or (Depreciation)
on Commodity Futures Contracts
 
Commodity Price
 
 
 
 
 
 
Corn futures contracts
 $(9,438,913)
 $2,447,750 
Soybeans futures contracts
 939,088
 567,962 
Sugar futures contracts
 1,967,694
 (510,451)
Wheat futures contracts
  (9,631,400)
 (1,997,125)
Total commodity futures contracts
 $(16,163,531)
 $508,136
 
 
F-22
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $169.0 million in 2018, $153.9 million in 2017, and $132.4 million in 2016.
 
Note 6 - Organizational and Offering Costs
 
Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.
 
Note 7 – Detail of the net assets and shares outstanding of the Funds that are a series of the Trust
 
The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:
 
December 31, 2018
 
 
 
Outstanding Shares
 
 
Net Assets
 
Teucrium Corn Fund
  3,500,004 
 $56,379,057
 
Teucrium Soybean Fund
  1,725,004
 
  27,942,017
 
Teucrium Sugar Fund
  1,525,004
 
  10,778,739
 
Teucrium Wheat Fund
  9,275,004
 
  55,149,873
 
Teucrium Agricultural Fund:
    
    
Net assets including the investment in the Underlying Funds
  75,002 
  1,524,760
 
Less: Investment in the Underlying Funds
    
  (1,523,286)
Net for the Fund in the combined net assets of the Trust
    
  1,474 
Total
    
 $150,251,160 
 
December 31, 2017
 
 
 
Outstanding Shares
 
 
Net Assets
 
Teucrium Corn Fund
  3,875,004 
 $64,901,479
 
Teucrium Soybean Fund
  575,004 
  10,264,025
 
Teucrium Sugar Fund
  650,004 
  6,363,710
 
Teucrium Wheat Fund
  10,250,004 
  61,416,019
 
Teucrium Agricultural Fund:
    
    
Net assets including the investment in the Underlying Funds
  50,002 
  1,137,639
 
Less: Investment in the Underlying Funds
    
  (1,136,120)
Net for the Fund in the combined net assets of the Trust
    
  1,519
 
Total
    
 $142,946,752 
 
The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.
 
 
F-23
 
Note 8 – Subsequent Events
 
Management has evaluated the financial statements for the year-ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:
 
On February 1, 2019, in CORN, SOYB, CANE, and WEAT, the Sponsor elected to invest a portion of the amount of funds required to be on deposit with the FCM as initial margin in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held in the respective Fund accounts through the FCM.
 
CORN: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.
 
SOYB: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.
 
CANE: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.
 
WEAT: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.
 
TAGS: Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herin for the Fund.


 
F-24
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Corn Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities of Teucrium Corn Fund (the “Fund”), including the schedules of investments, as of December 31, 2018 and 2017, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Fund’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2019 expressed an unqualified opinion.
 
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 15, 2019
 
 
 
F-25
 
 Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Corn Fund
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Teucrium Corn Fund (the “Fund”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements of the Fund as of and for the year ended December 31, 2018, and our report dated March 15, 2019 expressed an unqualified opinion on those financial statements.
 
Basis for opinion
The Fund’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and limitations of internal control over financial reporting
A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the fund’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ GRANT THORNTON LLP
 
New York, New York
March 15, 2019
 
 
F-26
 
  
 
TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
 
December 31, 2018
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Cash and cash equivalents
 $58,910,133 
 $63,139,461 
Interest receivable
  7 
  73 
Other assets
  6,380 
  2,772 
Equity in trading accounts:
    
    
   Commodity futures contracts
  107,363 
  120,487 
   Due from broker
  3,730,196 
  3,703,896 
      Total equity in trading accounts
  3,837,559 
  3,824,383 
Total assets
  62,754,079 
  66,966,689 
 
    
    
Liabilities
    
    
Management fee payable to Sponsor
  51,822 
  55,432 
Payable for Purchases of Commercial Paper
  4,981,957 
  - 
Other liabilities
  43,955 
  47,728 
Equity in trading accounts:
    
    
   Commodity futures contracts
  1,297,288 
  1,962,050 
Total liabilities
  6,375,022 
  2,065,210 
 
    
    
Net assets
 $56,379,057 
 $64,901,479 
 
    
    
Shares outstanding
  3,500,004 
  3,875,004 
 
    
    
Net asset value per share
 $16.11 
 $16.75 
 
    
    
Market value per share
 $16.05 
 $16.77 
 
The accompanying notes are an integral part of these financial statements.
 
F-27
 
TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS 
December 31, 2018
 
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
 
    
    
    
 
    
    
    
                  Principal Amount
 
Commercial Paper
    
    
    
CNH Industrial Capital LLC 2.62% (cost: $4,969,667 due 1/10/2019)
 $4,996,750 
  8.86%
  5,000,000 
Enable Midstream Partners, LP 2.83% (cost: $2,484,445 due 1/11/2019)
  2,498,056 
  4.43 
  2,500,000 
Enable Midstream Partners, LP 2.98% (cost: $2,488,528 due 1/16/2019)
  2,496,927 
  4.43 
  2,500,000 
Enable Midstream Partners, LP 2.75% (cost: $2,491,469 due 1/10/2019)
  2,498,294 
  4.43 
  2,500,000 
Enable Midstream Partners, LP 3.04% (cost: $4,962,425 due 2/28/2019)
  4,975,785 
  8.83 
  5,000,000 
Energy Transfer Operating, L.P. 3.10% (cost: $2,493,817 due 1/31/2019)
  2,493,817 
  4.42 
  2,500,000 
Ford Motor Credit Company LLC 2.63% (cost: $2,483,750 due 1/3/2019)
  2,499,639 
  4.43 
  2,500,000 
Ford Motor Credit Company LLC 2.68% (cost: $2,483,806 due 1/18/2019)
  2,496,872 
  4.43 
  2,500,000 
General Motors Financial Company, Inc. 2.83% (cost: $2,488,139 due 3/5/2019)
  2,488,139 
  4.41 
  2,500,000 
Humana Inc. 2.91% (cost: $2,484,600 due 2/11/2019)
  2,491,800 
  4.42 
  2,500,000 
Royal Caribbean Cruises Ltd. 2.73% (cost: $2,494,354 due 1/2/2019)
  2,499,809 
  4.44 
  2,500,000 
Royal Caribbean Cruises Ltd. 2.77% (cost: $2,494,462 due 1/2/2019)
  2,499,809 
  4.44 
  2,500,000 
Total Commercial Paper (cost: $34,819,462)
 $34,935,697 
  61.97%
    
Total Cash Equivalents
 $34,935,797 
  61.97%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures MAY19 (1,030 contracts)
 $107,363 
  0.19%
 $19,724,500 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures JUL19 (866 contracts)
 $348,200 
  0.62%
 $16,919,475 
CBOT corn futures DEC19 (993 contracts)
  949,088 
  1.68 
  19,735,875 
Total commodity futures contracts
 $1,297,288 
  2.30%
 $36,655,350 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-28
 
TEUCRIUM CORN FUND 
SCHEDULE OF INVESTMENTS
December 31, 2017
 
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
Blackrock FedFund - Institutional Class (cost $70)
  70 
  0.00 
  70 
Total money market funds
 $170 
  0.00%
    
 
    
    
    
 
    
    
 
Principal Amount
 
Commercial Paper
    
    
    
Boston Scientific Corporation 1.71% (cost: $2,496,104 due 1/16/2018)
 $2,498,229 
  3.85%
  2,500,000 
Canadian Natural Resources Limited 1.76% (cost: $2,495,017 due 1/31/2018)
  2,496,354 
  3.85 
  2,500,000 
E. I. du Pont de Nemours and Company 1.67% (cost: $2,490,778 due 3/5/2018)
  2,492,737 
  3.84 
  2,500,000 
Enbridge Energy Partners, L.P. 2.20% (cost: $2,488,490 due 3/5/2018)
  2,490,459 
  3.84 
  2,500,000 
Equifax Inc. 1.71% (cost: $2,493,979 due 1/5/2018)
  2,499,528 
  3.85 
  2,500,000 
Ford Motor Credit Company LLC 1.41% (cost: $2,491,250 due 1/10/2018)
  2,499,125 
  3.85 
  2,500,000 
Glencore Funding LLC 1.42% (cost: $2,491,248 due 1/17/2018)
  2,498,427 
  3.85 
  2,500,000 
HP Inc. 1.65% (cost: $2,496,014 due 1/22/2018)
  2,497,608 
  3.85 
  2,500,000 
Oneok, Inc. 1.75% (cost: $2,497,342 due 1/5/2018)
  2,499,517 
  3.85 
  2,500,000 
VW Credit, Inc. 1.61% (cost: $2,490,000 due 3/6/2018)
  2,492,889 
  3.84 
  2,500,000 
Total Commercial Paper (total cost: $24,930,222)
 $24,964,873 
  38.47%
    
Total Cash Equivalents
 $24,965,043 
  38.47%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures JUL18 (1,060 contracts)
 $120,487 
  0.19%
 $19,464,250 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States corn futures contracts
    
    
    
CBOT corn futures MAY18 (1,265 contracts)
 $821,825 
  1.27%
 $22,706,750 
CBOT corn futures DEC18 (1,184 contracts)
  1,140,225 
  1.76 
  22,732,800 
Total commodity futures contracts
 $1,962,050 
  3.03%
 $45,439,550 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-29
 
TEUCRIUM CORN FUND
STATEMENTS OF OPERATIONS
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Income
 
 
 
 
 
 
 
 
 
Realized and unrealized (loss) gain on trading of commodity futures contracts:
 

 
 

 
 

 
   Realized loss on commodity futures contracts
 $(3,025,313)
 $(5,603,513)
 $(9,438,913)
Net change in unrealized appreciation of (depreciation) on commodity futures contracts
  651,638 
  (380,763)
  2,447,750 
Interest income
  1,480,822 
  778,560 
  396,679 
         Total loss
  (892,853)
  (5,205,716)
  (6,594,484)
 
    
    
    
Expenses
    
    
    
   Management fees
  704,004 
  682,674 
  719,183 
   Professional fees
  540,101 
  633,381 
  1,049,134 
   Distribution and marketing fees
  1,164,066 
  1,177,003 
  1,160,864 
   Custodian fees and expenses
  127,477 
  153,987 
  183,452 
   Business permits and licenses fees
  22,661 
  25,251 
  16,887 
   General and administrative expenses
  108,248 
  125,534 
  142,932 
   Brokerage commissions
  91,065 
  79,700 
  96,725 
   Other expenses
  43,739 
  41,406 
  42,739 
           Total expenses
  2,801,361 
  2,918,936 
  3,411,916 
 
    
    
    
Expenses waived by the Sponsor
  (280,817)
  (409,562)
  (442,333)
 
    
    
    
Total expenses, net
  2,520,544 
  2,509,374 
  2,969,583 
 
    
    
    
Net loss
 $(3,413,397)
 $(7,715,090)
 $(9,564,067)
 
    
    
    
Net loss per share
 $(0.64)
 $(2.02)
 $(2.47)
Net loss per weighted average share
 $(0.82)
 $(2.08)
 $(2.66)
Weighted average shares outstanding
  4,169,662 
  3,714,045 
  3,598,843 
 
The accompanying notes are an integral part of these financial statements.
 
F-30
 
TEUCRIUM CORN FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Operations
 
 
 
 
 
 
 
 
 
Net loss
 $(3,413,397)
 $(7,715,090)
 $(9,564,067)
Capital transactions
    
    
    
Issuance of Shares
  26,460,193 
  25,173,968 
  57,591,933 
Redemption of Shares
  (31,569,218)
  (25,770,940)
  (35,870,548)
Total capital transactions
  (5,109,025)
  (596,972)
  21,721,385 
Net change in net assets
  (8,522,422)
  (8,312,062)
  12,157,318 
 
    
    
    
Net assets, beginning of period
 $64,901,479 
 $73,213,541 
 $61,056,223 
 
    
    
    
Net assets, end of period
 $56,379,057 
 $64,901,479 
 $73,213,541 
 
    
    
    
Net asset value per share at beginning of period
 $16.75 
 $18.77 
 $21.24 
 
    
    
    
Net asset value per share at end of period
 $16.11 
 $16.75 
 $18.77 
 
    
    
    
Creation of Shares
  1,525,000 
  1,325,000 
  2,875,000 
Redemption of Shares
  1,900,000 
  1,350,000 
  1,850,000 
 
The accompanying notes are an integral part of these financial statements.
 
F-31
 
TEUCRIUM CORN FUND
STATEMENTS OF CASH FLOWS
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
   Net loss
 $(3,413,397)
 $(7,715,090)
 $(9,564,067)
 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
    
Net change in unrealized (appreciation) or depreciation on commodity futures contracts
  (651,638)
  380,763 
  (2,447,750)
Changes in operating assets and liabilities:
    
    
    
  Due from broker
  (26,300)
  1,960,760 
  1,741,282 
  Interest receivable
  66 
  266 
  40 
  Other assets
  (3,608)
  7,679 
  494,901 
  Management fee payable to Sponsor
  (3,610)
  (9,733)
  11,436 
  Payable for Purchases of Commercial Paper
  4,981,957 
  - 
  - 
  Other liabilities
  (3,773)
  39,504 
  4,968 
   Net cash provided by (used in) operating activities
  879,697 
  (5,335,851)
  (9,759,190)
 
    
    
    
Cash flows from financing activities:
    
    
    
  Proceeds from sale of Shares
  26,460,193 
  25,173,968 
  57,591,933 
  Redemption of Shares
  (31,569,218)
  (25,770,940)
  (35,870,548)
   Net cash (used in) provided by financing activities
  (5,109,025)
  (596,972)
  21,721,385 
 
    
    
    
Net change in cash and cash equivalents
  (4,229,328)
  (5,932,823)
  11,962,195 
Cash and cash equivalents, beginning of period
  63,139,461 
  69,072,284 
  57,110,089 
Cash and cash equivalents, end of period
 $58,910,133 
 $63,139,461 
 $69,072,284 
 
The accompanying notes are an integral part of these financial statements.
 
F-32
 
NOTES TO FINANCIAL STATEMENTS 
December 31, 2018
 
Note 1 – Organization and Operation
 
Teucrium Corn Fund (referred to herein as “CORN,” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
 
The investment objective of CORN is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
 
CORN Benchmark
 
CBOT Corn Futures Contract
Weighting
Second to expire
35%
Third to expire
30%
December following the third to expire
35%

The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the "NFA") and became a commodity pool operator ("CPO") registered with the Commodity Futures Trading Commission (the "CFTC") effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.
 
On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

Note 2 – Principal Contracts and Agreements
 
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.
 
 
F-33
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
 
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Amount Recognized for Custody Services
 $127,477 
 $153,987 
 $183,452 
Amount of Custody Services Waived
 $762 
 $11,607 
 $44,442 
 
    
    
    
Amount Recognized for Distribution Services
 $64,527 
 $81,940 
 $76,491 
Amount of Distribution Services Waived
 $12,840 
 $20,150 
 $12,779 
 
    
    
    
Amount Recognized for Brokerage Commissions
 $91,065 
 $79,700 
 $96,725 
Amount of Brokerage Commissions Waived
 $- 
 $- 
 $- 
 
    
    
    
Amount Recognized for Wilmington Trust
 $1,124 
 $1,311 
 $1,550 
Amount of Wilmington Trust Waived
 $- 
 $1,311 
 $1,550 
 
Note 3 – Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
 
F-34
 
Revenue Recognition
 
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.

Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund. 
 
Brokerage Commissions
 
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
 
Income Taxes
 
For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
 
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
 
The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017, and 2016.
 
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.
 
 
F-35
 
Creations and Redemptions
 
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
 
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
 
Allocation of Shareholder Income and Losses
 
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
 
Cash and Cash Equivalents
 
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Money Market Funds
 $100 
 $170 
 $692,293 
Demand Deposit Savings Accounts
 $23,975,443 
 $38,174,688 
 $68,382,027 
Commercial Paper
 $34,935,697 
 $24,964,873 
 $- 
 
Payable for Purchases of Commercial Paper
 
The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
 
 
F-36
 
Due from/to Broker
 
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.
 
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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
 
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
 
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
 
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
 
Calculation of Net Asset Value
 
The Fund’s NAV is calculated by:
 
Taking the current market value of its total assets and
Subtracting any liabilities
 
The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
 
In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
 
 
F-37
 
Sponsor Fee, Allocation of Expenses and Related Party Transactions
 
The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
 
The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
 
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Recognized Related Party Transactions
 $1,004,019 
 $998,194 
 $936,695 
Waived Related Party Transactions
 $157,258 
 $215,815 
 $275,884 
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
 
 
 
CORN
 
Year Ended December 31, 2018
 $280,817 
Year Ended December 31, 2017
 $409,562 
Year Ended December 31, 2016
 $442,333
 
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
 
F-38

 
Fair Value - Definition and Hierarchy
 
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
 
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
 
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
 
On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.
 
Expenses
 
Expenses are recorded using the accrual method of accounting.
 
 
F-39
 
Net Income (Loss) per Share
 
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
 
New Accounting Pronouncements
 
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
  
 
F-40
 
The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
Note 4 – Fair Value Measurements
 
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:
 
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Cash Equivalents
 $34,935,797 
 $- 
 $- 
 $34,935,797 
Corn Futures Contracts
  107,363 
  - 
  - 
  107,363 
Total
 $35,043,160 
 $- 
 $- 
 $35,043,160 
 
Liabilities:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Corn Futures Contracts
 $1,297,288 
 $- 
 $- 
 $1,297,288 
 
 
F-41
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Cash Equivalents
 $24,965,043 
 $- 
 $- 
 $24,965,043 
Corn Futures Contracts
  120,487 
  - 
  - 
  120,487 
Total
 $25,085,530 
 $- 
 $- 
 $25,085,530 
 
    
    
    
    
Liabilities:
 
                        Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Corn Futures Contracts
 $1,962,050 
 $- 
 $- 
 $1,962,050 
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy
 
Note 5 - Derivative Instruments and Hedging Activities
 
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.
 
Futures Contracts
 
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
 
 
F-42
 
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2018
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
  (iv)           
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corn futures contracts
 $107,363 
 $- 
 $107,363 
 $107,363 
  - 
 $- 
 
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
  (iv)      
 
 
(v) = (iii)-(iv)
 

  
  
  
 
  Gross Amount Not Offset in the Statement of Assets and Liabilities  
 
      
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Corn futures contracts
 $1,297,288 
 $- 
 $1,297,288 
 $107,363 
  1,189,925 
 $- 
 
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Corn Futures Contracts
 $120,487 
 $- 
 $120,487 
 $120,487 
 $- 
 $- 
 
 
F-43
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Corn Futures Contracts
 $1,962,050 
 $- 
 $1,962,050 
 $120,487 
 $1,841,563
 
 $- 
  
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
 
Year ended December 31, 2018 
 
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Loss on
 
 
 Appreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Corn futures contracts
 $(3,025,313)
 $  651,638
 
Year ended December 31, 2017
 
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Loss on
 
 
 Depreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Corn futures contracts
 $(5,603,513)
 $(380,763)
 
Year ended December 31, 2016
 
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Loss on
 
 
Appreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Corn futures contracts
 $(9,438,913)
 $2,447,750
 
 
 
F-44
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $69.7 million in 2018, $67.5 million in 2017, and $71.6 million in 2016.
 
Note 6 - Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Per Share Operation Performance
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 $16.75 
 $18.77 
 $21.24 
 
Income (loss) from investment operations:
 
    
    
Investment income
  0.35 
  0.21 
  0.11 
Net realized and unrealized loss on commodity futures contracts
  (0.39)
  (1.55)
  (1.75)
Total expenses, net
  (0.60)
  (0.68)
  (0.83)
Net decrease in net asset value
 $(0.64)
 $(2.02)
 $(2.47)
Net asset value at end of period
  16.11 
  16.75 
  18.77 
Total Return
  (3.82)%
  (10.76)%
  (11.63)%
 
Ratios to Average Net Assets (Annualized)
 
    
    
Total expenses
  3.98%
  4.28%
  4.74%
Total expenses, net
  3.58%
  3.68%
  4.13%
Net investment loss
  (1.48)%
  (2.54)%
  (3.58)%
 
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
 
 
 
F-45
 
Note 7 – Quarterly Financial Data (Unaudited)
 
The following summarized quarterly financial information presents the results of operations for the Teucrium Corn Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2018
 
 
June 30, 2018
 
 
September 30, 2018
 
 
December 31, 2018
 
Total Income (Loss)
 $5,507,209 
 $(6,465,079)
 $(1,727,463)
 $1,792,478 
Total Expenses
  670,883 
  754,733 
  683,626 
  692,119 
Total Expenses, net
  630,201 
  656,692 
  651,503 
  582,148 
Net Income (Loss)
  4,877,008 
  (7,121,771)
  (2,378,966)
  1,210,330 
Net Income (Loss) per share
 $1.24 
 $(1.56)
 $(0.59)
 $(1.49)
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2017
 
 
June 30, 2017
 
 
September 30, 2017
 
 
December 31, 2017
 
Total Income (Loss)
 $1,369,398 
 $910,237 
 $(4,763,833)
 $(2,721,518)
Total Expenses
  724,668 
  762,626 
  729,672 
  701,970 
Total Expenses, net
  689,668 
  628,806 
  633,836 
  557,064 
Net Income (Loss)
  679,730 
  281,431 
  (5,397,669)
  (3,278,582)
Net Income (Loss) per share
 $0.24 
 $0.08 
 $(1.49)
 $(0.85)
 
Note 8 - Organizational and Offering Costs
 
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.
 
Note 9 – Subsequent Events
 
Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:
 
On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.
 
 
F-46
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Soybean Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities of Teucrium Soybean Fund (the “Fund”), including the schedules of investments, as of December 31, 2018 and 2017, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fundas of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Fund’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2019 expressed an unqualified opinion.
 
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 15, 2019
 
 
F-47
 
 Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Soybean Fund
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Teucrium Soybean Fund (the “Fund”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements of the Fund as of and for the year ended December 31, 2018, and our report dated March 15, 2019 expressed an unqualified opinion on those financial statements.
 
Basis for opinion
The Fund’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and limitations of internal control over financial reporting
A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the fund’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ GRANT THORNTON LLP
 
New York, New York
March 15, 2019
 
 
F-48
 
TEUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
 
December 31, 2018
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Cash and cash equivalents
 $26,774,939 
 $9,942,185 
Interest receivable
  4 
  22 
Other assets
  - 
  1,839 
Equity in trading accounts:
    
    
   Commodity futures contracts
  228,400 
  - 
   Due from broker
  1,022,182 
  789,636 
      Total equity in trading accounts
  1,250,582 
  789,636 
Total assets
  28,025,525 
  10,733,682 
 
    
    
Liabilities
    
    
Management fee payable to Sponsor
  24,973 
  12,111 
Other liabilities
  19,285 
  9,483 
Equity in trading accounts:
    
    
   Commodity futures contracts
  39,250 
  448,063 
Total liabilities
  83,508 
  469,657 
 
    
    
Net assets
 $27,942,017 
 $10,264,025 
 
    
    
Shares outstanding
  1,725,004 
  575,004 
 
    
    
Net asset value per share
 $16.20 
 $17.85 
 
    
    
Market value per share
 $16.18 
 $17.88 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-49

 
TEUCRIUM SOYBEAN FUND 
SCHEDULE OF INVESTMENTS 
December 31, 2018
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
 
    
    
    
 
    
    
 
 Principal Amount
 
Commercial Paper
    
    
    
CNH Industrial Capital LLC 2.63% (cost: $2,484,833 due 1/10/2019)
 $2,498,375 
  8.94%
  2,500,000 
Enbridge Energy Partners, L.P. 2.96% (cost: $2,490,844 due 1/10/2019)
  2,498,169 
  8.94 
  2,500,000 
Energy Transfer Operating, L.P. 2.80% (cost: $4,986,486 due 1/4/2019)
  4,998,842 
  17.89 
  5,000,000 
Enbridge Energy Partners, L.P. 2.98% (cost: $2,491,806 due 1/15/2019)
  2,497,132 
  8.94 
  2,500,000 
Total Commercial Paper (cost: $12,453,969)
  12,492,518 
  44.71 
    
Total Cash Equivalents
 $12,492,618 
  44.71%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States soybean futures contracts
    
    
    
CBOT soybean futures MAR19 (218 contracts)
 $228,400 
  0.82%
 $9,755,500 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States soybean futures contracts
    
    
    
CBOT soybean futures MAY19 (185 contracts)
 $35,688 
  0.13%
 $8,396,688 
CBOT soybean futures NOV19 (209 contracts)
  3,562 
  0.01 
  9,773,363 
Total commodity futures contracts
 $39,250 
  0.14%
 $18,170,051 
 
The accompanying notes are an integral part of these financial statements.
 
F-50


TEUCRIUM SOYBEAN FUND 
SCHEDULE OF INVESTMENTS 
December 31, 2017
 
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
 
    
    
    
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
                       Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States soybean futures contracts
    
    
    
CBOT soybean futures MAR18 (75 contracts)
 $174,063 
  1.70%
 $3,606,563 
CBOT soybean futures MAY18 (63 contracts)
  152,338 
  1.48 
  3,064,950 
CBOT soybean futures NOV18 (74 contracts)
  121,662 
  1.19 
  3,610,275 
Total commodity futures contracts
 $448,063 
  4.37%
 $10,281,788 
 
  The accompanying notes are an integral part of these financial statements.
 
F-51
TEUCRIUM SOYBEAN FUND 
STATEMENTS OF OPERATIONS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Income
 
 
 
 
 
 
 
 
 
Realized and unrealized gain (loss) on trading of commodity futures contracts: 
    
    
    
   Realized (loss) gain on commodity futures contracts
 $(2,085,438)
 $8,425 
 $939,088 
   Net change in unrealized appreciation or (depreciation) on commodity futures contracts
  637,213 
  (793,538)
  567,962 
Interest income
  460,170 
  152,945 
  65,157 
         Total (loss) income
  (988,055)
  (632,168)
  1,572,207 
 
    
    
    
Expenses
    
    
    
   Management fees
  212,287 
  133,058 
  118,439 
   Professional fees
  271,612 
  179,081 
  113,387 
   Distribution and marketing fees
  516,337 
  209,915 
  218,086 
   Custodian fees and expenses
  60,879 
  28,109 
  34,515 
   Business permits and licenses fees
  30,179 
  17,505 
  18,288 
   General and administrative expenses
  42,615 
  24,282 
  32,260 
   Brokerage commissions
  15,780 
  8,462 
  1,507 
   Other expenses
  21,704 
  9,689 
  10,111 
           Total expenses
  1,171,393 
  610,101 
  546,593 
 
    
    
    
Expenses waived by the Sponsor
  (394,591)
  (126,489)
  (68,914)
 
    
    
    
Total expenses, net
  776,802 
  483,612 
  477,679 
 
    
    
    
Net (loss) income
 $(1,764,857)
 $(1,115,780)
 $1,094,528 
 
    
    
    
Net (loss) income per share
 $(1.65)
 $(1.23)
 $1.74 
Net (loss) income per weighted average share
 $(1.40)
 $(1.55)
 $1.76 
Weighted average shares outstanding
  1,261,579 
  717,607 
  623,023 
 
The accompanying notes are an integral part of these financial statements.

 
F-52
 
TEUCRIUM SOYBEAN FUND 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Operations
 
 
 
 
 
 
 
 
 
Net (loss) income
 $(1,764,857)
 $(1,115,780)
 $1,094,528 
Capital transactions
    
    
    
Issuance of Shares
  26,403,162 
  20,374,923 
  9,190,140 
Redemption of Shares
  (6,960,313)
  (21,877,218)
  (3,905,120)
Total capital transactions
  19,442,849 
  (1,502,295)
  5,285,020 
Net change in net assets
  17,677,992 
  (2,618,075)
  6,379,548 
 
    
    
    
Net assets, beginning of period
 $10,264,025 
 $12,882,100 
 $6,502,552 
 
    
    
    
Net assets, end of period
 $27,942,017 
 $10,264,025 
 $12,882,100 
 
    
    
    
Net asset value per share at beginning of period
 $17.85 
 $19.08 
 $17.34 
 
    
    
    
Net asset value per share at end of period
 $16.20 
 $17.85 
 $19.08 
 
    
    
    
Creation of Shares
  1,575,000 
  1,100,000 
  500,000 
Redemption of Shares
  425,000 
  1,200,000 
  200,000 
 
The accompanying notes are an integral part of these financial statements.
 
F-53
 
TEUCRIUM SOYBEAN FUND 
STATEMENTS OF CASH FLOWS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
   Net (loss) income
 $(1,764,857)
 $(1,115,780)
 $1,094,528 
 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
    
   Net change in unrealized (appreciation) or depreciation on commodity futures contracts
  (637,213)
  793,538 
  (567,962)
Changes in operating assets and liabilities:
    
    
    
  Due from broker
  (232,546)
  (618,663)
  433,693 
  Interest receivable
  18 
  16 
  13 
  Other assets
  1,839 
  2,265 
  45,514 
  Management fee payable to Sponsor
  12,862 
  220 
  5,983 
  Other liabilities
  9,802 
  4,885 
  770 
   Net cash (used in) provided by operating activities
  (2,610,095)
  (933,519)
  1,012,539 
 
    
    
    
Cash flows from financing activities:
    
    
    
  Proceeds from sale of Shares
  26,403,162 
  20,374,923 
  9,190,140 
  Redemption of Shares
  (6,960,313)
  (21,877,218)
  (3,905,120)
   Net cash provided by (used in) financing activities
  19,442,849 
  (1,502,295)
  5,285,020 
 
    
    
    
Net change in cash, cash equivalents, and restricted cash
  16,832,754 
  (2,435,814)
  6,297,559 
Cash, cash equivalents, and restricted cash, beginning of period
  9,942,185 
  12,377,999 
  6,080,440 
Cash, cash equivalents, and restricted cash, end of period
 $26,774,939 
 $9,942,185 
 $12,377,999 
 
The accompanying notes are an integral part of these financial statements.
 
F-54
 
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
 
Note 1 – Organization and Operation
 
Teucrium Soybean Fund (referred to herein as “SOYB” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “SOYB,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for soybean interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
 
The investment objective of SOYB is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybeans Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
SOYB Benchmark
 
              CBOT Soybeans Futures Contract
Weighting
Second to expire (excluding August & September)
35%
Third to expire (excluding August & September)
30%
Expiring in the November following the expiration of the third-to-expire contract
35%
 
The fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.
 
On June 17, 2011, the initial Form S-1 for SOYB was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011, SOYB started trading on the NYSE Arca. The current registration statements for SOYB was declared effective by the SEC on April 30, 2018. The registration statements for SOYB registered an additional 5,000,000 shares.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
Note 2 – Principal Contracts and Agreements
 
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.
 
 
F-55
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
 
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Amount Recognized for Custody Services
  60,879 
  28,109 
  34,515 
Amount of Custody Services Waived
  28,904 
  4,574 
  - 
 
    
    
    
Amount Recognized for Distribution Services
  29,079 
  15,730 
  13,720 
Amount of Distribution Services Waived
  14,542 
  6,932 
  - 
 
    
    
    
Amount Recognized for Brokerage Commissions
  15,780 
  8,462 
  1,507 
 Amount of Brokerage Commissions Waived
  - 
  - 
  - 
 
    
    
    
Amount Recognized for Wilmington Trust
  711 
  204 
  257 
Amount of Wilmington Trust Waived
  - 
  204 
  257 
  
 
F-56
 
Note 3 – Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the Fund had a balance of $0 in restricted cash.
 
Revenue Recognition
 
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
 
Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  
 
Brokerage Commissions
 
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
 
Income Taxes
 
For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
 
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
 
 
F-57
 
The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.
 
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.
 
Creations and Redemptions
 
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
 
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
 
Allocation of Shareholder Income and Losses
 
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
 
Cash, Cash Equivalents, and Restricted Cash
 
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that is included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Money Market Funds
 $100 
 $100 
 $185,661 
Demand Deposit Savings Accounts
 $14,283,022 
 $9,942,111 
 $12,115,082 
Commercial Paper
 $12,492,518 
 $- 
 $- 
 
 
F-58
 
On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash in the Fund was $0.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Cash and cash equivalents
 $26,774,939 
 $9,942,185 
 $12,300,383 
Restricted cash
 $- 
 $- 
 $77,616 
Total cash, cash equivalents, and restricted cash shown in the combined statements of cash flows
 $26,774,939 
 $9,942,185 
 $12,377,999 
 
Due from/to Broker
 
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.
 
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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
 
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
 
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
 
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
 
Calculation of Net Asset Value
 
The Fund’s NAV is calculated by:
 
Taking the current market value of its total assets and
Subtracting any liabilities
 
 
F-59
 
The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
 
In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
 
Sponsor Fee, Allocation of Expenses and Related Party Transactions
 
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
 
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
 
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Recognized Related Party Transactions
 $444,365 
 $183,076 
 $169,614 
Waived Related Party Transactions
 $192,822 
 $45,597 
 $10,720 
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
 
 
 
SOYB
 
Year Ended December 31, 2018
 $394,591 
Year Ended December 31, 2017
 $126,489 
Year Ended December 31, 2016
 $68,914
 
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
 
F-60
 
Fair Value - Definition and Hierarchy
 
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
 
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
 
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
 
On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.
 
 
F-61
 
Expenses
 
Expenses are recorded using the accrual method of accounting.
 
Net Income (Loss) per Share
 
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
 
New Accounting Pronouncements
 
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
  
 
F-62
 
The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
Note 4 – Fair Value Measurements
 
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:
 
December 31, 2018
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Cash Equivalents
 $12,492,618 
 $- 
 $- 
 $12,492,618 
Soybeans futures contracts
  228,400 
  - 
  - 
  228,400 
Total
 $12,721,018 
 $- 
 $- 
 $12,721,018 
 
    
    
    
    
Liabilities:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Soybeans futures contracts
 $39,250 
 $- 
 $- 
 $39,250 
 
 
F-63
 
December 31, 2017

Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Cash Equivalents
 $100 
 $- 
 $- 
 $100 
 
    
    
    
    
 
    
    
    
    
Liabilities:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Soybeans futures contracts
 $448,063 
 $- 
 $- 
 $448,063 
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
Note 5 - Derivative Instruments and Hedging Activities
 
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.
Futures Contracts
 
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
 
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.
 
 
F-64
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2018
 
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
(iv)
 
 
 
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 

 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Soybeans futures contracts
 $228,400 
 $- 
 $228,400 
 $39,250 
 $- 
 $189,150 
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018
 
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
(iv)
 
 
 
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 

 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Soybeans futures contracts
 $39,250 
 $- 
 $39,250 
 $39,250 
 $- 
 $- 
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Soybean Futures Contracts
 $448,063 
 $- 
 $448,063 
 $- 
 $448,063
 
 $- 
 
 
F-65
 
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
 
Year ended December 31, 2018
 
Primary Underlying Risk
 
Realized Loss on
Commodity Futures Contracts
 
 
Net Change in Unrealized Appreciation
on Commodity Futures Contracts
 
Commodity Price
 
 
 
 
 
 
Soybeans futures contracts
 $(2,085,438)
 $637,213 
 
Year ended December 31, 2017
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Gain on
 
 
Depreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Soybean futures contracts
 $8,425
 
 $(793,538)
 
Year ended December 31, 2016
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Gain on
 
 
Appreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Soybean futures contracts
 $939,088
 
 $567,962
 
 

Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $21.9 million in 2018, $13.2 million in 2017, and $12.1 million in 2016.
 
 
F-66
 
Note 6 - Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Per Share Operation Performance
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 $17.85 
 $19.08 
 $17.34 
Income (loss) from investment operations:
    
    
    
Investment income
  0.37 
  0.21 
  0.10 
Net realized and unrealized (loss) gain on commodity futures contracts
  (1.40)
  (0.77)
  2.41 
Total expenses, net
  (0.62)
  (0.67)
  (0.77)
Net (decrease) increase in net asset value
  (1.65)
  (1.23)
  1.74 
Net asset value at end of period
 $16.20 
 $17.85 
 $19.08 
Total Return
  (9.24)%
  (6.45)%
  10.03%
Ratios to Average Net Assets (Annualized)
    
    
    
Total expenses
  5.52%
  4.59%
  4.61%
Total expenses, net
  3.66%
  3.63%
  4.03%
Net investment loss
  (1.49)%
  (2.48)%
  (3.48)%
 
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
 
Note 7 – Quarterly Financial Data (Unaudited)
 
The following summarized quarterly financial information presents the results of operations for the Teucrium Soybean Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2018
 
 
June 30, 2018
 
 
September 30, 2018
 
 
December 31, 2018
 
Total Income (Loss)
 $854,752 
 $(2,378,109)
 $(292,647)
 $827,947 
Total Expenses
  215,850 
  240,283 
  424,902 
  290,357 
Total Expenses, net
  115,908 
  155,798 
  261,424 
  243,671 
Net Income (Loss)
  738,844 
  (2,533,907)
  (554,071)
  584,276 
Net Income (Loss) per share
 $1.19 
 $(2.82)
 $(0.39)
 $0.37 
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2017
 
 
June 30, 2017
 
 
September 30, 2017
 
 
December 31, 2017
 
Total (Loss) Income
 $(462,474)
 $98,980 
 $257,072 
 $(525,746)
Total Expenses
  126,800 
  118,451 
  147,452 
  217,398 
Total Expenses, net
  111,800 
  106,342 
  116,104 
  149,366 
Net (Loss) Income
  (574,274)
  (7,362)
  140,968 
  (675,112)
Net (Loss) Income per share
 $(0.97)
 $(0.01)
 $0.23 
 $(0.48)
 
 
F-67
 
Note 8 - Organizational and Offering Costs
 
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.
 
Note 9 – Subsequent Events
 
Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
 
On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.
 
 
F-68
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Sugar Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities of Teucrium Sugar Fund (the “Fund”), including the schedules of investments, as of December 31, 2018 and 2017, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Fund’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2019 expressed an unqualified opinion.
 
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 15, 2019
 
 
 
F-69
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Sugar Fund
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Teucrium Sugar Fund (the “Fund”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements of the Fund as of and for the year ended December 31, 2018, and our report dated March 15, 2019 expressed an unqualified opinion on those financial statements.
 
Basis for opinion
The Fund’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and limitations of internal control over financial reporting
A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the fund’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ GRANT THORNTON LLP
 
New York, New York
March 15, 2019
 
 
F-70
 
TEUCRIUM SUGAR FUND 
STATEMENTS OF ASSETS AND LIABILITIES
 
 
December 31, 2018
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Cash and cash equivalents
 $10,261,941 
 $5,929,275 
Interest receivable
  90 
  47 
Other assets
  4,621 
  276 
Equity in trading accounts:
    
    
   Commodity futures contracts
  233,979 
  184,319 
   Due from broker
  351,972 
  327,885 
      Total equity in trading accounts
  585,951 
  512,204 
Total assets
  10,852,603 
  6,441,802 
 
    
    
Liabilities
    
    
Management fee payable to Sponsor
  9,918 
  5,632 
Other liabilities
  16,290 
  5,327 
Equity in trading accounts:
    
    
   Commodity futures contracts
  47,656 
  67,133 
Total liabilities
  73,864 
  78,092 
 
    
    
Net assets
 $10,778,739 
 $6,363,710 
 
    
    
Shares outstanding
  1,525,004 
  650,004 
 
    
    
Net asset value per share
 $7.07 
 $9.79 
 
    
    
Market value per share
 $7.09 
 $9.78 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-71
 
TEUCRIUM SUGAR FUND 
SCHEDULE OF INVESTMENTS
December 31, 2018
 
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
 
    
    
    
 
    
    
 
Principal Amount
 
Commercial Paper
    
    
    
Enbridge Energy Partners, L.P. 2.98% (cost: $2,491,806 due 1/15/2019)
  2,497,132 
  23.17 
  2,500,000 
Total Cash Equivalents
 $2,497,232 
  23.17%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAY19 (278 contracts)
 $29,254 
  0.27%
 $3,767,456 
ICE sugar futures JUL19 (235 contracts)
  204,725 
  1.90 
  3,221,568 
Total commodity futures contracts
 $233,979 
  2.17%
 $6,989,024 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAR20 (257 contracts)
 $47,656 
  0.44%
 $3,785,096 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-72
 

TEUCRIUM SUGAR FUND 
SCHEDULE OF INVESTMENTS 
December 31, 2017
 
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAY18 (133 contracts)
 $94,539 
  1.49%
 $2,237,379 
ICE sugar futures JUL18 (114 contracts)
  89,780 
  1.41 
  1,920,307 
Total commodity futures contracts
 $184,319 
  2.90%
 $4,157,686 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
                        Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States sugar futures contracts
    
    
    
ICE sugar futures MAR19 (126 contracts)
 $67,133 
  1.05%
 $2,214,173 
 
 
The accompanying notes are an integral part of these financial statements.

 
F-73
 
TEUCRIUM SUGAR FUND 
STATEMENTS OF OPERATIONS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Income
 
 
 
 
 
 
 
 
 
Realized and unrealized (loss) gain on trading of commodity futures contracts:
 

 
 

 
 

 
   Realized (loss) gain on commodity futures contracts
 $(2,314,984)
 $(2,435,305)
 $1,967,694 
   Net change in unrealized appreciation or (depreciation) on commodity futures contracts
  69,137 
  263,581 
  (510,451)
Interest income
  249,417 
  78,889 
  32,048 
         Total (loss) income
  (1,996,430)
  (2,092,835)
  1,489,291 
 
    
    
    
Expenses
    
    
    
   Management fees
  122,198 
  70,762 
  56,277 
   Professional fees
  186,127 
  63,308 
  46,951 
   Distribution and marketing fees
  277,033 
  126,152 
  115,498 
   Custodian fees and expenses
  33,901 
  19,038 
  18,575 
   Business permits and licenses fees
  29,289 
  17,342 
  18,524 
   General and administrative expenses
  24,228 
  14,512 
  17,542 
   Brokerage commissions
  24,030 
  10,525 
  8,681 
   Other expenses
  11,470 
  4,948 
  6,261 
           Total expenses
  708,276 
  326,587 
  288,309 
 
    
    
    
Expenses waived by the Sponsor
  (268,920)
  (129,334)
  (148,281)
 
    
    
    
Total expenses, net
  439,356 
  197,253 
  140,028 
 
    
    
    
Net (loss) income
 $(2,435,786)
 $(2,290,088)
 $1,349,263 
 
    
    
    
Net (loss) income per share
 $(2.72)
 $(3.18)
 $2.95 
Net (loss) income per weighted average share
 $(1.50)
 $(3.40)
 $2.66 
Weighted average shares outstanding
  1,620,415 
  674,456 
  507,654 
 
The accompanying notes are an integral part of these financial statements.

 
F-74
 
TEUCRIUM SUGAR FUND 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Operations
 
 
 
 
 
 
 
 
 
Net (loss) income
 $(2,435,786)
 $(2,290,088)
 $1,349,263 
Capital transactions
    
    
    
Issuance of Shares
  18,588,300 
  10,190,950 
  2,805,578 
Redemption of Shares
  (11,737,485)
  (7,051,123)
  (4,149,533)
Total capital transactions
  6,850,815 
  3,139,827 
  (1,343,955)
Net change in net assets
  4,415,029 
  849,739 
  5,308 
 
    
    
    
Net assets, beginning of period
 $6,363,710 
 $5,513,971 
 $5,508,663 
 
    
    
    
Net assets, end of period
 $10,778,739 
 $6,363,710 
 $5,513,971 
 
    
    
    
Net asset value per share at beginning of period
 $9.79 
 $12.97 
 $10.02 
 
    
    
    
Net asset value per share at end of period
 $7.07 
 $9.79 
 $12.97 
 
    
    
    
Creation of Shares
  2,450,000 
  925,000 
  250,000 
Redemption of Shares
  1,575,000 
  700,000 
  375,000 
 
The accompanying notes are an integral part of these financial statements.
 
F-75
 
TEUCRIUM SUGAR FUND 
STATEMENTS OF CASH FLOWS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
   Net (loss) income
 $(2,435,786)
 $(2,290,088)
 $1,349,263 
 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
    
   Net change in unrealized (appreciation) or depreciation on commodity futures contracts
  (69,137)
  (263,581)
  510,451 
Changes in operating assets and liabilities:
    
    
    
  Due from broker
  (24,087)
  237,396 
  (506,850)
  Interest receivable
  (43)
  4 
  (2)
  Other assets
  (4,345)
  4,159 
  7,507 
  Management fee payable to Sponsor
  4,286 
  5,632 
  - 
  Other liabilities
  10,963 
  5,327 
  (1,063)
   Net cash (used in) provided by operating activities
  (2,518,149)
  (2,301,151)
  1,359,306 
 
    
    
    
Cash flows from financing activities:
    
    
    
  Proceeds from sale of Shares
  18,588,300 
  10,190,950 
  2,805,578 
  Redemption of Shares
  (11,737,485)
  (7,051,123)
  (4,149,533)
   Net cash provided by (used in) financing activities
  6,850,815 
  3,139,827 
  (1,343,955)
 
    
    
    
Net change in cash, cash equivalents, and restricted cash
  4,332,666 
  838,676 
  15,351 
Cash, cash equivalents, and restricted cash, beginning of period
  5,929,275 
  5,090,599 
  5,075,248 
Cash, cash equivalents, and restricted cash, end of period
 $10,261,941 
 $5,929,275 
 $5,090,599 
 
The accompanying notes are an integral part of these financial statements.

 
F-76
 
NOTES TO FINANCIAL STATEMENTS 
December 31, 2018
 
Note 1 – Organization and Operation
 
Teucrium Sugar Fund (referred to herein as “CANE” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CANE,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for sugar interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
 
  CANE Benchmark
 
ICE Sugar Futures Contract
Weighting
Second to expire
35%
Third to expire
30%
Expiring in the March following the expiration of the third-to-expire contract
35%

The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.
 
On June 17, 2011, the initial Form S-1 for CANE was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011, CANE started trading on the NYSE Arca. The current registration statements for CANE was declared effective by the SEC on April 30, 2018. The registration statements for CANE registered an additional 5,000,000 shares.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
Note 2 – Principal Contracts and Agreements
 
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.
 
 
F-77
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
 
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Amount Recognized for Custody Services
  33,901 
  19,038 
  18,575 
Amount of Custody Services Waived
  18,786 
  13,246 
  13,118 
 
    
    
    
Amount Recognized for Distribution Services
  15,840 
  9,947 
  8,094 
Amount of Distribution Services Waived
  9,155 
  5,473 
  5,535 
 
    
    
    
Amount Recognized for Brokerage Commissions
  18,182 
  10,525 
  8,681 
 Amount of Brokerage Commissions Waived
  - 
  - 
  - 
 
    
    
    
Amount Recognized for Wilmington Trust
  334 
  192 
  133 
Amount of Wilmington Trust Waived
  - 
  - 
  133 
 
Note 3 – Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the balance of restricted cash for the Fund was $0.
 
F-78
 
Revenue Recognition
 
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
 
Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  
 
Brokerage Commissions
 
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
 
Income Taxes
 
For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
 
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
 
The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.
 
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.
 
Creations and Redemptions
 
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
 
 
F-79
 
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
 
Allocation of Shareholder Income and Losses
 
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
 
Cash, Cash Equivalents, and Restricted Cash
 
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Money Market Funds
 $100 
 $100 
 $125,182 
Demand Deposit Savings Accounts
 $7,765,036 
 $5,929,221 
 $4,891,490 
Commercial Paper
 $2,497,132 
 $- 
 $- 
 
On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash was $0.
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Cash and cash equivalents
 $10,261,941 
 $5,929,275 
 $5,016,531 
Restricted cash
 $- 
 $- 
 $74,068 
Total cash, cash equivalents, and restricted cash shown in the combined statements of cash flows
 $10,261,941 
 $5,929,275 
 $5,090,599 
 
Due from/to Broker
 
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.
 
F-80
 
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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
 
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
 
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
 
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
 
Calculation of Net Asset Value
 
The Fund’s NAV is calculated by:
 
Taking the current market value of its total assets and
Subtracting any liabilities
 
The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
 
In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
 
Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
 
 
F-81
 
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
 
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 
 
 
 
Year Ended
December 31, 2018
 
 
Year Ended
December 31, 2017
 
 
Year Ended
December 31, 2016
 
Recognized Related Party Transactions
 $242,126 
 $109,266 
 $102,601 
Waived Related Party Transactions
 $93,112 
 $57,667 
 $71,311 
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
 
 
 
CANE
 
Year Ended December 31, 2018
 $268,920 
Year Ended December 31, 2017
 $129,334 
Year Ended December 31, 2016
 $148,281 
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Fair Value - Definition and Hierarchy
 
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
 
 
F-82
 
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
 
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
 
On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.
 
Expenses
 
Expenses are recorded using the accrual method of accounting.
 
Net Income (Loss) per Share
 
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
 
New Accounting Pronouncements
 
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
 
 
F-83
 
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
  
 
F-84
  
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
Note 4 – Fair Value Measurements
 
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017.
 
December 31, 2018
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Cash Equivalents
 $2,497,232 
 $- 
 $- 
 $2,497,232 
Sugar futures contracts
  233,979 
  - 
  - 
  233,979 
Total
 $2,731,211 
 $- 
 $- 
 $2,731,211 
 
    
    
    
    
 
    
    
    
    
Liabilities:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2018
 
Commodity Futures Contracts
    
    
    
    
Sugar futures contracts
 $47,656 
 $- 
 $- 
 $47,656 
 
December 31, 2017
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Cash Equivalents
 $100 
 $- 
 $- 
 $100 
Sugar Futures Contracts
  184,319 
  - 
  - 
  184,319 
Total
 $184,419 
 $- 
 $- 
 $184,419 
 
    
    
    
    
Liabilities:
  
                        Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Sugar Futures Contracts
 $67,133 
 $- 
 $- 
 $67,133 
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
 
F-85
 
Note 5 – Derivative Instruments and Hedging Activities
 
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.
 
Futures Contracts
 
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
 
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2018
 
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
 (iv)      
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sugar Futures Contracts
 $233,979
 $- 
 $233,979 
 $  47,656 
 $- 
 $186,323 
 
 
F-86
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018
  
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 

 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sugar futures contracts
 $47,656 
 $- 
 $47,656 
 $47,656 
 $- 
 $- 
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
 (iv)      
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sugar Futures Contracts
 $184,319 
 $- 
 $184,319 
 $67,133 
 $- 
 $117,186 
 
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
 (iv)      
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sugar Futures Contracts
 $67,133 
 $- 
 $67,133 
 $67,133 
 $- 
 $- 

 
F-87
 
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
 
Year ended December 31, 2018
 
Primary Underlying Risk
 
Realized Loss on
Commodity Futures Contracts
 
 
Net Change in Unrealized Appreciation
on Commodity Futures Contracts
 
Commodity Price
 
 
 
 
 
 
Sugar futures contracts
 $(2,314,984)
 $69,137 
 
Year ended December 31, 2017
 
 
Realized Loss on
Commodity Futures Contracts
 
 
Net Change in Unrealized Appreciation
on Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Sugar futures contracts
 $(2,435,305)
 $263,581 
 
Year ended December 31, 2016
 
 
Realized Gain on
Commodity Futures Contracts
 
 
Net Change in Unrealized Depreciation 
on Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Sugar futures contracts
 $1,967,694
 
 $(510,451)
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $12.3 million in 2018, $7.1 million in 2017, and $6.1 million in 2016.
 
 
F-88
 
Note 6 - Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Per Share Operation Performance
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 $9.79 
 $12.97 
 $10.02 
Income (loss) from investment operations:
    
    
    
Investment income
  0.15 
  0.12 
  0.06 
Net realized and unrealized (loss) gain on commodity futures contracts
  (2.60)
  (3.01)
  3.17 
Total expenses, net
  (0.27)
  (0.29)
  (0.28)
Net (decrease) increase in net asset value
 $(2.72)
 $(3.18)
 $2.95 
Net asset value at end of period
  7.07 
  9.79 
  12.97 
Total Return
  (27.78)%
  (24.52)%
  29.44%
Ratios to Average Net Assets (Annualized)
    
    
    
Total expenses
  5.80%
  4.62%
  4.72%
Total expenses, net
  3.60%
  2.79%
  2.29%
Net investment loss
  (1.56)%
  (1.68)%
  (1.77)%
 
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
 
 
 
F-89
 
Note 7 – Quarterly Financial Data (Unaudited)
 
The following summarized quarterly financial information presents the results of operations for the Teucrium Sugar Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2018
 
 
June 30, 2018
 
 
September 30, 2018
 
 
December 31, 2018
 
Total Income (Loss)
 $(1,127,935)
 $(689,717)
 $(1,857,077)
 $1,678,297 
Total Expenses
  141,974 
  182,157 
  213,470 
  170,674 
Total Expenses, net
  61,284 
  115,948 
  142,099 
  120,024 
Net Income (Loss)
  (1,189,219)
  (805,665)
  (1,999,176)
  1,558,273 
Net Income (Loss) per share
 $(1.50)
 $(0.67)
 $(0.99)
 $0.44 
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2017
 
 
June 30, 2017
 
 
September 30, 2017
 
 
December 31, 2017
 
Total Income (Loss)
 $(572,243)
 $(1,575,978)
 $(120,913)
 $176,299
 
Total Expenses
  49,635 
  79,000 
  102,485 
  95,467 
Total Expenses, net
  36,557 
  53,714 
  57,299 
  49,683 
Net Income (Loss)
  (608,800)
  (1,629,692)
  (178,212)
  126,616 
Net Income (Loss) per share
 $(1.18)
 $(2.15)
 $(0.21)
 $0.36 
 
Note 8 - Organizational and Offering Costs
 
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.
 
Note 9 – Subsequent Events
 
Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
 
On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM. 
 
 
F-90
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Wheat Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities of Teucrium Wheat Fund (the “Fund”), including the schedules of investments, as of December 31, 2018 and 2017, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Fund’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2019 expressed an unqualified opinion.
 
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 15, 2019
 
 
 
F-91
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Wheat Fund
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Teucrium Wheat Fund (the “Fund”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements of the Fund as of and for the year ended December 31, 2018, and our report dated March 15, 2019 expressed an unqualified opinion on those financial statements.
 
Basis for opinion
The Fund’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and limitations of internal control over financial reporting
A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the fund’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ GRANT THORNTON LLP
 
New York, New York
March 15, 2019
 
 
 
F-92
 
TEUCRIUM WHEAT FUND 
STATEMENTS OF ASSETS AND LIABILITIES
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Cash and cash equivalents
 $63,300,447 
 $58,932,231 
Interest receivable
  7 
  111 
Other assets
  13,454 
  1,861 
Equity in trading accounts:
    
    
   Commodity futures contracts
  - 
  604,475 
   Due from broker
  5,867,925 
  5,166,254 
      Total equity in trading accounts
  5,867,925 
  5,770,729 
   Total assets
  69,181,833 
  64,704,932 
 
    
    
Liabilities
    
    
Management fee payable to Sponsor
  48,550 
  51,974 
Payable for Purchases of Commercial Paper
  9,969,591 
  - 
Other liabilities
  28,419 
  36,414 
Equity in trading accounts:
    
    
   Commodity futures contracts
  3,985,400 
  3,200,525 
   Total liabilities
  14,031,960 
  3,288,913 
 
    
    
Net assets
 $55,149,873 
 $61,416,019 
 
    
    
Shares outstanding
  9,275,004 
  10,250,004 
 
    
    
Net asset value per share
 $5.95 
 $5.99 
 
    
    
Market value per share
 $5.93 
 $6.00 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-93
 
TEUCRIUM WHEAT FUND 
SCHEDULE OF INVESTMENTS 
December 31, 2018
  
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
 
    
    
    
 
    
    
 
 Principal Amount
 
Commercial Paper
    
    
    
CNH Industrial Capital LLC 2.62% (cost: $2,484,833 due 1/10/2019)
 $2,498,375 
  4.53%
  2,500,000 
Enable Midstream Partners, LP 2.75% (cost: $2,491,469 due 1/10/2019)
  2,498,294 
  4.53 
  2,500,000 
Enable Midstream Partners, LP 3.04% (cost: $4,962,425 due 2/28/2019)
  4,975,785 
  9.02 
  5,000,000 
Energy Transfer Operating, L.P. 3.10% (cost: $7,481,452 due 1/31/2019)
  7,481,452 
  13.57 
  7,500,000 
Ford Motor Credit Company LLC 2.63% (cost: $2,483,750 due 1/3/2019)
  2,499,639 
  4.53 
  2,500,000 
Ford Motor Credit Company LLC 2.68% (cost: $2,483,806 due 1/18/2019)
  2,496,872 
  4.53 
  2,500,000 
Ford Motor Credit Company LLC 2.81% (cost: $2,483,783 due 2/6/2019)
  2,493,050 
  4.52 
  2,500,000 
General Motors Financial Company, Inc. 2.83% (cost: $2,488,139 due 3/5/2019)
  2,488,139 
  4.51 
  2,500,000 
Humana Inc. 2.91% (cost: $2,484,600 due 2/11/2019)
  2,491,800 
  4.52 
  2,500,000 
Royal Caribbean Cruises Ltd. 2.73% (cost: $4,988,709 due 1/2/2019)
  4,999,618 
  9.07 
  5,000,000 
Royal Caribbean Cruises Ltd. 2.77% (cost: $2,494,462 due 1/2/2019)
  2,499,809 
  4.53 
  2,500,000 
Total Commercial Paper (cost: $37,327,428)
  37,422,833 
  67.86%
    
Total Cash Equivalents
 $37,422,933 
  67.86%
    
 
    
    
    
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
  Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States wheat futures contracts
    
    
    
CBOT wheat futures MAY19 (756 contracts)
 $1,367,838 
  2.48%
 $19,296,900 
CBOT wheat futures JUL19 (637 contracts)
  544,812 
  0.99 
  16,514,225 
CBOT wheat futures DEC19 (713 contracts)
  2,072,750 
  3.76 
  19,340,125 
Total commodity futures contracts
 $3,985,400 
  7.23%
 $55,151,250 
 
The accompanying notes are an integral part of these financial statements. 
 
 
F-94
 
TEUCRIUM WHEAT FUND 
SCHEDULE OF INVESTMENTS 
December 31, 2017
 
 
 
 
 
 
Percentage of
 
 
 
 
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
Money market funds
 
 
 
 
 
 
 
 
 
Fidelity Institutional Money Market Funds - Government Portfolio (cost $100)
 $100 
  0.00%
  100 
Blackrock FedFund - Institutional Class (Cost $70)
  70 
  0.00 
  70 
Total money market funds
 $170 
  0.00%
    
 
    
    
    

    
    
 
 Principal Amount
 
Commercial Paper
    
    
    
Boston Scientific Corporation 1.71% (cost: $2,496,104 due 1/16/2018)
 $2,498,229 
  4.07%
  2,500,000 
Canadian Natural Resources Limited 1.76% (cost: $2,495,017 due 1/31/2018)
  2,496,354 
  4.06 
  2,500,000 
E. I. du Pont de Nemours and Company 1.67% (cost: $2,490,778 due 3/5/2018)
  2,492,737 
  4.06 
  2,500,000 
Enbridge Energy Partners, L.P. 2.20% (cost: $2,488,490 due 3/5/2018)
  2,490,459 
  4.06 
  2,500,000 
Equifax Inc. 1.71% (cost: $2,493,979 due 1/5/2018)
  2,499,528 
  4.07 
  2,500,000 
Ford Motor Credit Company LLC 1.41% (cost: $2,491,250 due 1/10/2018)
  2,499,125 
  4.07 
  2,500,000 
Glencore Funding LLC 1.42% (cost: $2,491,248 due 1/17/2018)
  2,498,427 
  4.07 
  2,500,000 
HP Inc. 1.65% (cost: $2,496,014 due 1/22/2018)
  2,497,608 
  4.07 
  2,500,000 
Oneok, Inc. 1.75% (cost: $2,497,342 due 1/5/2018)
  2,499,517 
  4.07 
  2,500,000 
VW Credit, Inc. 1.61% (cost: $2,490,000 due 3/6/2018)
  2,492,889 
  4.06 
  2,500,000 
Total Commercial Paper (total cost: $24,930,222)
 $24,964,873 
  40.66%
    
Total Cash Equivalents
 $24,965,043 
  40.66%
    
 
    
    
    
 
    
    
 
Notional Amount
 
 
    
    
 
(Long Exposure)
 
Commodity futures contracts
    
    
    
United States wheat futures contracts
    
    
    
CBOT wheat futures JUL18 (813 contracts)
 $604,475 
  0.98%
 $18,424,613 
 
    
    
    
 
    
 
Percentage of
 
 
Notional Amount
 
Description: Liabilities
 
                        Fair Value
 
 
Net Assets
 
 
(Long Exposure)
 
 
    
    
    
Commodity futures contracts
    
    
    
United States wheat futures contracts
    
    
    
CBOT wheat futures MAY18 (976 contracts)
 $1,182,225 
  1.92%
 $21,484,200 
CBOT wheat futures DEC18 (893 contracts)
  2,018,300 
  3.29 
  21,521,300 
Total commodity futures contracts
 $3,200,525 
  5.21%
 $43,005,500 
 
The accompanying notes are an integral part of these financial statements.
 

 
F-95
 
TEUCRIUM WHEAT FUND 
STATEMENTS OF OPERATIONS
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Income
 
 
 
 
 
 
 
 
 
Realized and unrealized gain (loss) on trading of commodity futures contracts:
 

 
 

 
 

 
   Realized gain (loss) on commodity futures contracts
 $2,502,112 
 $(5,305,113)
 $(9,631,400)
   Net change in unrealized (depreciation) or appreciation on commodity futures contracts
  (1,389,350)
  1,325,538 
  (1,997,125)
Interest income
  1,343,227 
  745,357 
  231,598 
         Total income (loss)
  2,455,989 
  (3,234,218)
  (11,396,927)
 
    
    
    
Expenses
    
    
    
   Management fees
  648,593 
  654,207 
  415,147 
   Professional fees
  575,124 
  585,774 
  319,007 
   Distribution and marketing fees
  1,094,984 
  1,070,569 
  777,708 
   Custodian fees and expenses
  125,550 
  143,071 
  120,829 
   Business permits and licenses fees
  20,759 
  20,733 
  39,116 
   General and administrative expenses
  103,842 
  107,357 
  91,644 
   Brokerage commissions
  63,679 
  59,520 
  48,209 
   Other expenses
  42,950 
  37,382 
  42,922 
           Total expenses
  2,675,481 
  2,678,613 
  1,854,582 
 
    
    
    
Expenses waived by the Sponsor
  (234,736)
  (323,244)
  (140,028)
 
    
    
    
Total expenses, net
  2,440,745 
  2,355,369 
  1,714,554 
 
    
    
    
Net income (loss)
 $15,244 
 $(5,589,587)
 $(13,111,481)
 
    
    
    
Net loss per share
 $(0.04)
 $(0.90)
 $(2.26)
Net loss per weighted average share
 $0.00 
 $(0.58)
 $(2.45)
Weighted average shares outstanding
  10,111,031 
  9,594,936 
  5,340,851 
 
The accompanying notes are an integral part of these financial statements.

 
F-96
 
TEUCRIUM WHEAT FUND 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Operations
 
 
 
 
 
 
 
 
 
Net income (loss)
 $15,244 
 $(5,589,587)
 $(13,111,481)
Capital transactions
    
    
    
Issuance of Shares
  12,997,590 
  35,809,657 
  51,690,600 
Redemption of Shares
  (19,278,980)
  (31,148,810)
  (2,763,620)
Total capital transactions
  (6,281,390)
  4,660,847 
  48,926,980 
Net change in net assets
  (6,266,146)
  (928,740)
  35,815,499 
 
    
    
    
Net assets, beginning of period
 $61,416,019 
 $62,344,759 
 $26,529,260 
 
    
    
    
Net assets, end of period
 $55,149,873 
 $61,416,019 
 $62,344,759 
 
    
    
    
Net asset value per share at beginning of period
 $5.99 
 $6.89 
 $9.15 
 
    
    
    
Net asset value per share at end of period
 $5.95 
 $5.99 
 $6.89 
 
    
    
    
Creation of Shares
  2,000,000 
  5,375,000 
  6,475,000 
Redemption of Shares
  2,975,000 
  4,175,000 
  325,000 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-97
 
TEUCRIUM WHEAT FUND 
STATEMENTS OF CASH FLOWS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
   Net income (loss)
 $15,244 
 $(5,589,587)
 $(13,111,481)
 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
    
   Net change in unrealized depreciation or (appreciation) on commodity futures contracts
  1,389,350 
  (1,325,538)
  1,997,125 
Changes in operating assets and liabilities:
    
    
    
  Due from broker
  (701,671)
  2,215,452 
  (3,660,318)
  Interest receivable
  104 
  168 
  17 
  Other assets
  (11,593)
  5,776 
  145,927 
  Management fee payable to Sponsor
  (3,424)
  (171)
  28,919 
  Payable for Purchases of Commercial Paper
  9,969,591 
  - 
  - 
  Other liabilities
  (7,995)
  33,373 
  3,041 
   Net cash provided by (used in) operating activities
  10,649,606 
  (4,660,527)
  (14,596,770)
 
    
    
    
Cash flows from financing activities:
    
    
    
  Proceeds from sale of Shares
  12,997,590 
  35,809,657 
  51,690,600 
  Redemption of Shares
  (19,278,980)
  (31,148,810)
  (2,763,620)
   Net cash (used in) provided by financing activities
  (6,281,390)
  4,660,847 
  48,926,980 
 
    
    
    
Net change in cash and cash equivalents
  4,368,216 
  320 
  34,330,210 
Cash and cash equivalents, beginning of period
  58,932,231 
  58,931,911 
  24,601,701 
Cash and cash equivalents, end of period
 $63,300,447 
 $58,932,231 
 $58,931,911 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-98
 
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
 
Note 1 – Organization and Operation
 
Teucrium Wheat Fund (referred to herein as “WEAT” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “WEAT,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for wheat interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
 
The investment objective of WEAT is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
WEAT Benchmark
 
CBOT Wheat Futures Contract
Weighting
Second to expire
35%
Third to expire
30%
December following the third-to-expire
35%

The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.
 
On June 17, 2011, the Fund’s initial registration of 10,000,000 shares on Form S1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On June 30, 2014, a subsequent registration statement for WEAT was declared effective by the SEC. On July 15, 2016, a subsequent registration statement for WEAT was declared effective. This registration statement for WEAT registered an additional 24,050,000 shares.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
Note 2 – Principal Contracts and Agreements
 
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.
 
 
F-99
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.
 
 The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
 
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.
 
 
 
Year Ended December 31, 2018
 
 
Year Ended December 31, 2017
 
 
Year Ended December 31, 2016
 
Amount Recognized for Custody Services
  125,550 
  143,071 
  120,829 
Amount of Custody Services Waived
  31,513 
  12,241 
  2,000 
 
    
    
    
Amount Recognized for Distribution Services
  62,031 
  75,469 
  48,516 
Amount of Distribution Services Waived
  9,354 
  14,910 
  570 
 
    
    
    
Amount Recognized for Brokerage Commissions
  63,678 
  59,520 
  48,209 
 Amount of Brokerage Commissions Waived
  - 
  - 
  - 
 
    
    
    
Amount Recognized for Wilmington Trust
  967 
  1,349 
  1,078 
Amount of Wilmington Trust Waived
  - 
  - 
  1,078 
 
 
F-100
 
Note 3 – Summary of Significant Accounting Policies
 
Basis of Presentation
  
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
Revenue Recognition
 
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.

Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilites and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.
 
Brokerage Commissions
 
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
 
Income Taxes
 
For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes
 
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
 
The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.
 
 
F-101
 
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.
 
Creations and Redemptions
 
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
 
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
 
Allocation of Shareholder Income and Losses
 
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
 
Cash and Cash Equivalents
 
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Money Market Funds
 $100 
 $170 
 $406,927 
Demand Deposit Savings Accounts
 $25,878,573 
 $33,967,053 
 $58,526,678 
Commercial Paper
 $37,422,833 
 $24,964,873
 
 $- 
 
 
F-102
 
Payable for Purchases of Commercial Paper
 
The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
 
 
Due from/to Broker
 
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.
 
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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
 
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
 
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
 
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
 
Calculation of Net Asset Value
 
The Fund’s NAV is calculated by:
 
Taking the current market value of its total assets and
Subtracting any liabilities
 
The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.
 
 
F-103
 
In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
 
Sponsor Fee, Allocation of Expenses and Related Party Transactions
 
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
 
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
 
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 
 
 
 
Year Ended December 31, 2018
 
 
Year Ended December 31, 2017
 
 
Year Ended December 31, 2016
 
Recognized Related Party Transactions
 $966,288 
 $893,340 
 $602,637 
Waived Related Party Transactions
 $99,345 
 $125,219 
 $87,767 
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
 
 
 
WEAT
 
Year Ended December 31, 2018
 $234,736 
Year Ended December 31, 2017
 $323,244 
Year Ended December 31, 2016
 $140,028
 
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
 
F-104
 
Fair Value - Definition and Hierarchy
 
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
 
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
 
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
 
The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
 
On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
 
For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
 
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.
 
 
F-105
 
Expenses
 
Expenses are recorded using the accrual method of accounting.
 
Net Income (Loss) per Share
 
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
 
New Accounting Pronouncements
 
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
 
F-106
 
The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
Note 4 – Fair Value Measurements
 
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:
 
December 31, 2018
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of December 31, 2018
 
Cash Equivalents
 $37,422,933 
 $- 
 $- 
 $37,422,933 
 
    
    
    
    
Liabilities:
 
                         Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of December 31, 2018
 
Wheat Futures contracts
 $3,985,400 
 $- 
 $- 
 $3,985,400 
 
 
F-107
 
December 31, 2017
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Cash Equivalents
 $24,965,043 
 $- 
 $- 
 $24,965,043 
Wheat Futures contracts
  604,475 
  - 
  - 
  604,475 
Total
 $25,569,518 
 $- 
 $- 
 $25,569,518 
 
Liabilities:
 
  Level 1
 
 
  Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Wheat Futures contracts
 $3,200,525 
 $- 
 $- 
 $3,200,525 
 
For the years ended December 31, 2018 and 2017, the Fund did not have any transfers between any of the level of the fair value hierarchy.
 
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 5 – Derivative Instruments and Hedging Activities
 
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.
 
Futures Contracts
 
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
 
 
F-108
 
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.
 
  Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018
 
 
 
(i)
 
 
(ii)
 
 
(iii) = (i-ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 

 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wheat futures contracts
 $3,985,400 
 $- 
 $3,985,400 
 $- 
 $3,985,400 
 $- 
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Assets
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due to Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wheat Futures Contracts
 $604,475 
 $- 
 $604,475 
 $604,475 
 $- 
 $- 
 
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017
 
 
(i)
 
 
(ii)
 
 
(iii) = (i)-(ii)
 
 
(iv)  
 
 
(v) = (iii)-(iv)
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount Not Offset in the Statement of Assets and Liabilities
 
 
 
 
Description
 
Gross Amount of Recognized Liabilities
 
 
Gross Amount Offset in the Statement of Assets and Liabilities
 
 
Net Amount Presented in the Statement of Assets and Liabilities
 
 
Futures Contracts Available for Offset
 
 
Collateral, Due from Broker
 
 
Net Amount
 
Commodity Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wheat Futures Contracts
 $3,200,525 
 $- 
 $3,200,525 
 $604,475 
 $2,596,050 
 $- 
 
 
F-109
 
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
 
Year ended December 31, 2018
 
Primary Underlying Risk
 
Realized  Gain on
Commodity Futures Contracts
 
 
Net Change in Unrealized  Depreciation
on Commodity Futures Contracts
 
Commodity Price
 
 
 
 
 
 
Wheat futures contracts
 $2,502,112 
 $(1,389,350)
 
Year ended December 31, 2017
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Loss on
 
 
Appreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Wheat futures contracts
 $(5,305,113)
 $1,325,538 
 
Year ended December 31, 2016
 
 
 
 
 
Net Change in Unrealized
 
 
 
Realized Loss on
 
 
Depreciation on
 
 
 
Commodity Futures Contracts
 
 
Commodity Futures Contacts
 
Commodity Price
 
 
 
 
 
 
Wheat futures contracts
 $(9,631,400)
 $(1,997,125)
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $65.0 million in 2018, $66.0 million in 2017, and $42.5 million in 2016.
 
 
F-110
 
Note 6 – Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Per Share Operation Performance
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 $5.99 
 $6.89 
 $9.15 
 
Income (loss) from investment operations:
 
    
    
Investment income
  0.13 
  0.08 
  0.04 
Net realized and unrealized gain (loss) on commodity futures contracts
  0.07 
  (0.73)
  (1.98)
Total expenses, net
  (0.24)
  (0.25)
  (0.32)
Net decrease in net asset value
  (0.04)
  (0.90)
  (2.26)
Net asset value at end of period
 $5.95 
 $5.99 
 $6.89 
Total Return
  (0.67)%
  (13.06)%
  (24.70)%
 
Ratios to Average Net Assets (Annualized)
 
    
    
Total expenses
  4.13%
  4.09%
  4.47%
Total expenses, net
  3.76%
  3.60%
  4.13%
Net investment loss
  (1.69)%
  (2.46)%
  (3.57)%
 
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses
 
 
F-111
 
Note 7 – Quarterly Financial Data (Unaudited)
 
The following summarized quarterly financial information presents the results of operations for the Teucrium Wheat Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2018
 
 
June 30, 2018
 
 
September 30, 2018
 
 
December 31, 2018
 
Total Income (Loss)
 $2,696,228 
 $2,560,956 
 $(533,797)
 $(2,267,398)
Total Expenses
  656,128 
  772,566 
  679,205 
  567,581 
Total Expenses, net
  632,359 
  651,551
 
  635,374 
  521,460 
Net Income (Loss)
  2,063,869 
  1,909,405 
  (1,169,171)
  (2,788,858)
Net Income (Loss) per share
 $0.20 
 $0.18 
 $(0.13)
 $(0.29)
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2017
 
 
June 30, 2017
 
 
September 30, 2017
 
 
December 31, 2017
 
Total Income (Loss)
 $924,694 
 $10,004,367 
 $(8,961,538)
 $(5,201,741)
Total Expenses
  594,271 
  615,698 
  714,365 
  754,279
 
Total Expenses, net
  594,271 
  615,698 
  608,423 
  536,977
 
Net Income (Loss)
  330,423 
  9,388,669 
  (9,569,961)
  (5,738,718)
Net Income (Loss) per share
 $0.04 
 $0.91 
 $(1.27)
 $(0.58)
 
Note 8 – Organizational and Offering Costs
 
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.
 
Note 9 – Subsequent Events
 
Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
 
On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM. 
 
 
F-112
 
Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Agricultural Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities of Teucrium Agricultural Fund (the “Fund”), including the schedules of investments, as of December 31, 2018 and 2017, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Fund’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2019 expressed an unqualified opinion.
 
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 15, 2019
 
 
 
F-113
 
 
 Report of Independent Registered Public Accounting Firm
 
To the Sponsor and Shareholders of
     Teucrium Agricultural Fund
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Teucrium Agricultural Fund (the “Fund”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements of the Fund as of and for the year ended December 31, 2018, and our report dated March 15, 2019 expressed an unqualified opinion on those financial statements.
 
Basis for opinion
The Fund’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and limitations of internal control over financial reporting
A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the fund’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ GRANT THORNTON LLP
 
New York, New York
March 15, 2019
 
 
F-114
 
 
TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
 
December 31, 2018
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Cash equivalents
 $2,862 
 $2,474 
Interest receivable
  5 
  2 
Equity in trading accounts:
    
    
   Investments in securities, at fair value (cost $2,021,172 and $1,790,621 as of December 31, 2018 and December 31, 2017, respectively)
  1,523,286 
  1,136,120 
Total assets
  1,526,153 
  1,138,596 
 
    
    
Liabilities
    
    
Other liabilities
  1,393 
  957 
 
    
    
Net assets
 $1,524,760 
 $1,137,639 
 
    
    
Shares outstanding
  75,002 
  50,002 
 
    
    
Net asset value per share
 $20.33 
 $22.75 
 
    
    
Market value per share
 $20.53 
 $22.10 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-115
 
TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2018
 
 
 
 
 
 

 
Description: Assets
 
Fair Value
 
 
Percentage of
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Exchange-traded funds
 
 
 
 
 
 
 
 
 
Teucrium Corn Fund
 $383,506 
  25.15%
  23,808 
Teucrium Soybean Fund
  381,970 
  25.05 
  23,581 
Teucrium Sugar Fund
  374,067 
  24.53 
  52,924 
Teucrium Wheat Fund
  383,743 
  25.17 
  64,537 
Total exchange-traded funds (cost: $2,021,172)
 $1,523,286 
  99.90%
    
 
    
    
    
Cash equivalents
    
    
    
Money market funds
    
    
    
Fidelity Institutional Money Market Funds - Government Portfolio (cost $2,862)
 $2,862 
  0.19%
  2,862 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-116
 
 
TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2017
 
 
 
 
 
   
 
Percentage of
 
   
Description: Assets
 
Fair Value
 
 
Net Assets
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
Exchange-traded funds
 
 
 
 
 
 
 
 
 
   Teucrium Corn Fund
 $287,376 
  25.26%
  17,158 
   Teucrium Soybean Fund
  273,664 
  24.06 
  15,331 
   Teucrium Sugar Fund
  289,049 
  25.41 
  29,524 
   Teucrium Wheat Fund
  286,031 
  25.14 
  47,737 
Total exchange-traded funds (cost $1,790,621)
 $1,136,120 
  99.87%
    
 
    
    
    
Cash equivalents
    
    
    
Money market funds
    
    
    
Fidelity Institutional Money Market Funds - Government Portfolio (cost $2,474)
 $2,474 
  0.22%
  2,474 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-117
 
TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF OPERATIONS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Income
 
 
 
 
 
 
 
 
 
Realized and unrealized gain (loss) on trading of securities:
    
    
    
   Realized loss on securities
 $(341,548)
 $(238,398)
 $(87,644)
   Net change in unrealized appreciation on securities
  156,615 
  65,864 
  81,413 
Interest income
  51 
  14 
  11 
         Total loss
  (184,882)
  (172,520)
  (6,220)
 
    
    
    
Expenses
    
    
    
   Professional fees
  16,709 
  15,175 
  12,160 
   Distribution and marketing fees
  21,061 
  14,657 
  15,738 
   Custodian fees and expenses
  2,554 
  2,090 
  2,566 
   Business permits and licenses fees
  12,238 
  12,195 
  12,141 
   General and administrative expenses
  2,074 
  1,739 
  1,873 
   Brokerage commissions
  - 
  - 
  223 
   Other expenses
  834 
  625 
  558 
           Total expenses
  55,470 
  46,481 
  45,259 
 
    
    
    
Expenses waived by the Sponsor
  (48,366)
  (40,270)
  (38,459)
 
    
    
    
Total expenses, net
  7,104 
  6,211 
  6,800 
 
    
    
    
Net loss
 $(191,986)
 $(178,731)
 $(13,020)
 
    
    
    
Net loss per share
 $(2.42)
 $(3.58)
 $(0.26)
Net loss per weighted average share
 $(2.82)
 $(3.57)
 $(0.26)
Weighted average shares outstanding
  68,153 
  50,002 
  50,002 
 
The accompanying notes are an integral part of these financial statements.
 
F-118
 
TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Operations
 
 
 
 
 
 
 
 
 
Net loss
 $(191,986)
 $(178,731)
 $(13,020)
Capital transactions
    
    
    
Issuance of Shares
  579,107 
  - 
  - 
Total capital transactions
  579,107 
    
  - 
Net change in net assets
  387,121 
  (178,731)
  (13,020)
 
    
    
    
Net assets, beginning of period
 $1,137,639 
 $1,316,370 
 $1,329,390 
 
    
    
    
Net assets, end of period
 $1,524,760 
 $1,137,639 
 $1,316,370 
 
    
    
    
Net asset value per share at beginning of period
 $22.75 
 $26.33 
 $26.59 
 
    
    
    
Net asset value per share at end of period
 $20.33 
 $22.75 
 $26.33 
 
    
    
    
Creation of Shares
  25,000 
  - 
  - 
Redemption of Shares
  - 
  - 
  - 
 
The accompanying notes are an integral part of these financial statements.
 
F-119
 
TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CASH FLOWS
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
   Net loss
 $(191,986)
 $(178,731)
 $(13,020)
 
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
    
   Net change in unrealized (appreciation) on securities
  (156,615)
  (65,864)
  (81,413)
Changes in operating assets and liabilities:
    
    
    
Net sale of investments in securities
  (230,551)
  243,298 
  92,460 
Interest receivable
  (3)
  (1)
  (1)
Other assets
  - 
  508 
  2,466 
Other liabilities
  436 
  904 
  53 
   Net cash (used in) provided by operating activities
  (578,719)
  114 
  545 
 
    
    
    
Cash flows from financing activities:
    
    
    
  Proceeds from sale of Shares
  579,107 
  - 
  - 
   Net cash provided by financing activities
  579,107 
  - 
  - 
 
    
    
    
Net change in cash equivalents
  388 
  114 
  545 
Cash equivalents, beginning of period
  2,474 
  2,360 
  1,815 
Cash equivalents, end of period
 $2,862 
 $2,474 
 $2,360 
 
The accompanying notes are an integral part of these financial statements.
 
F-120
 
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
 
Note 1 — Organization and Business
 
Teucrium Agricultural Fund (referred to herein as “TAGS” or the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009. The Fund operates pursuant to the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). 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 Sponsor registered as a Commodity Trading Advisor ("CTA") with the NFA effective September 8, 2017.
 
On April 22, 2011, a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor. On April 30, 2018, a subsequent registration statement for TAGS was declared effective by the SEC.
 
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:
 
TAGS Benchmark
 
Underlying Fund
Weighting
CORN
25%
SOYB
25%
CANE
25%
WEAT
25%
 
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%.
 
 
F-121
 
While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in Treasury Securities, cash and/or cash equivalents. The Fund and Underlying Funds will 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.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
Note 2 – Principal Contracts and Agreements
 
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
 
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.
 
 
F-122
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.
 
 
 
Year Ended December 31, 2018
 
 
Year Ended December 31, 2017
 
 
Year Ended December 31, 2016
 
Amount Recognized for Custody Services
  2,554 
  2,090 
  2,566 
Amount of Custody Services Waived
  2,425 
  1,796 
  2,175 
 
    
    
    
Amount Recognized for Distribution Services
  1,207 
  1,032 
  1,119 
Amount of Distribution Services Waived
  1,130 
  682 
  931 
 
    
    
    
Amount Recognized for Brokerage Commissions
  - 
  - 
  223 
 Amount of Brokerage Commissions Waived
  - 
  - 
  - 
 
    
    
    
Amount Recognized for Wilmington Trust
  24 
  16 
  21 
Amount of Wilmington Trust Waived
  24 
  - 
  21 
Note 3 – Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
Revenue Recognition
 
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
 
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  
 
Brokerage Commissions
 
Brokerage commissions are accrued on the trade date and on a full-turn basis.
 
Income Taxes
 
For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
 
 
F-123
 
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund’s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
 
The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.
 
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.
 
Creations and Redemptions
 
Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.
 
Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
 
Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
 
The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S-1 filing, 50,000 shares represents four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

Allocation of Shareholder Income and Losses
 
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
 
Cash Equivalents
 
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. TAGS had a balance of $2,862 and $2,474 in money market funds at December 31, 2018 and December 31, 2017, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.
 
 
F-124
 
Payable/Receivable for Securities Purchased/Sold
 
Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.
Calculation of Net Asset Value
 
The Fund’s NAV is calculated by:
 
Taking the current market value of its total assets and
Subtracting any liabilities
 
The administrator, Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time. The NAV for a particular trading day will be released after 4:15 p.m. New York time.
 
For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.
 
Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
 
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
 
 
F-125
 
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
 
 
 
Year Ended December 31, 2018
 
 
Year Ended December 31, 2017
 
 
Year Ended December 31, 2016
 
Recognized Related Party Transactions
 $18,186 
 $12,512 
 $14,004 
Waived Related Party Transactions
 $13,526 
 $9,438 
 $11,975 
 
 
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
 
 
 
TAGS
 
Year Ended December 31, 2018
 $48,366 
Year Ended December 31, 2017
 $40,270 
Year Ended December 31, 2016
 $38,459
 
 
Expenses
 
Expenses are recorded using the accrual method of accounting.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
New Accounting Pronouncements
 
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
 
F-126
 
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
  
 
F-127
  
The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
Fair Value - Definition and Hierarchy
 
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
 
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
 
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
 
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
 
The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.
 
Investments in the financial instruments of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.
 
 
F-128
 
Net Income (Loss) per Share
 
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
 
Note 4 – Fair Value Measurements
 
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:
 
December 31, 2018
 
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of December 31, 2018
 
Exchange Traded Funds
 $1,523,286 
 $- 
 $- 
 $1,523,286 
Cash Equivalents
 $2,862 
 $- 
 $- 
 $2,862 
Total
 $1,526,148 
 $- 
 $- 
 $1,526,148 
 
December 31, 2017
Assets:
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Balance as of
December 31, 2017
 
Exchange Traded Funds
 $1,136,120 
 $- 
 $- 
 $1,136,120 
Cash Equivalents
  2,474 
  - 
  - 
  2,474 
Total
 $1,138,594 
 $- 
 $- 
 $1,138,594 
 
For the years ended December 31, 2018 and 2017, the Fund did not have any transfers between any of the level of the fair value hierarchy.
 
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 
 
 
F-129
 
Note 5 - Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
 
 
 
Year ended
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2018
 
 
December 31, 2017
 
 
December 31, 2016
 
Per Share Operation Performance
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 $22.75 
 $26.33 
 $26.59 
Income (loss) from investment operations:
    
    
    
Net realized and unrealized loss on investment transactions
  (2.32)
  (3.46)
  (0.12)
Total expenses, net
  (0.10)
  (0.12)
  (0.14)
Net decrease in net asset value
  (2.42)
  (3.58)
  (0.26)
Net asset value at end of period
 $20.33 
 $22.75 
 $26.33 
Total Return
  (10.64)%
  (13.60)%
  (0.98)%
Ratios to Average Net Assets (Annualized)
    
    
    
Total expenses
  3.77%
  3.74%
  3.33%
Total expenses, net
  0.48%
  0.50%
  0.50%
Net investment loss
  (0.48)%
  (0.50)%
  (0.50)%
 The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
 
Note 6 – Quarterly Financial Data (Unaudited)
 
The following summarized quarterly financial information presents the results of operations for the Teucrium Agricultural Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.
 
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
Three months ended
 
 
 
March 31, 2018
 
 
June 30, 2018
 
 
September 30, 2018
 
 
December 31, 2018
 
Total Income (Loss)
 $3,444 
 $(133,431)
 $(80,986)
 $26,092 
Total Expenses
  18,629 
  12,096 
  10,539 
  14,207 
Total Expenses, net
  1,414 
  2,010 
  1,911 
  1,770 
Net Income (Loss)
  2,030 
  (135,441)
  (82,897)
  24,322 
Net Income (Loss) per share
 $0.04 
 $(1.68)
 $(1.10)
 $0.32 
 
 
 
Three months ended
March 31, 2017
 
 
Three months ended
June 30, 2017
 
 
Three months ended
September 30, 2017
 
 
Three months ended
December 31, 2017
 
Total Loss
 $(39,152)
 $(19,522)
 $(76,451)
 $(37,395)
Total Expenses
  23,355 
  7,036 
  7,525 
  8,565
 
Total Expenses, net
  1,672 
  1,547 
  1,538 
  1,454
 
Net Loss
  (40,824)
  (21,069)
  (77,989)
  (38,849)
Net Loss per share
 $(0.82)
 $(0.42)
 $(1.56)
 $(0.78)
 
 
F-130
 
 
Note 7 – Organizational and Offering Costs
 
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.
 
Note 8 – Subsequent Events
 
Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.
 
 
F-131
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Teucrium Commodity Trust (Registrant)
 
 
 
 
By:
Teucrium Trading, LLC
 
 
its Sponsor
 
 
 
 
By:
/s/ Sal Gilbertie
 
Name:  
Sal Gilbertie
 
Title:
Chief Executive Officer
 
 
 
 
By:
/s/ Cory Mullen-Rusin
 
Name:
Cory Mullen-Rusin
 
 
Chief Financial Officer
 
 
 
 
 
Date: March 15, 2019
 
 
 
 
 
 
EX-31.1 2 ex31-1.htm CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002  
 
Exhibit 31.1
CERTIFICATION
I, Sal Gilbertie, certify that:
 
 
1.
I have reviewed this report on Form 10-K of Teucrium Commodity Trust (the “registrant”);
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
 
 b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
  
 
Teucrium Trading, LLC
 
 
Sponsor of Teucrium Commodity Trust
 
 
 
 
 
Date: March 15, 2019
By:  
/s/  Sal Gilbertie
 
 
 
Sal Gilbertie
 
 
 
Chief Executive Officer
 
 
 
EX-31.2 3 ex31-2.htm CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002  
 
 
Exhibit 31.2
CERTIFICATION
I, Cory Mullen-Rusin, certify that:
  
 
1.
I have reviewed this report on Form 10-K of Teucrium Commodity Trust (the “registrant”);
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
 
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Teucrium Trading, LLC
 
 
Sponsor of Teucrium Commodity Trust
 
 
 
 
 
Date: March 15, 2019
By:  
/s/  Cory Mullen-Rusin
 
 
 
Cory Mullen-Rusin
 
 
 
Chief Financial Officer/Chief Accounting Officer
 
 
 
EX-32.1 4 ex32-1.htm CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  
 
 
    Exhibit 32.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER 
PURSUANT TO SECTION 906 OF 
THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to 18 U.S.C. Section 1350, I, Sal Gilbertie, Principal Executive Officer of Teucrium Trading, LLC, the Sponsor of Teucrium Commodity Trust (the “Registrant”), hereby certify, to the best of my knowledge, that the Registrant’s report on Form 10-K for the period ended December 31, 2018, (the “Report”), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
 
Teucrium Trading, LLC
 
 
Sponsor of Teucrium Commodity Trust
 
 
 
 
 
Date : March 15, 2019
By:  
/s/  Sal Gilbertie
 
 
 
Sal Gilbertie
 
 
 
Chief Executive Officer 
 
            
EX-32.2 5 ex32-2.htm CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  
 
 

Exhibit 32.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER 
PURSUANT TO SECTION 906 OF 
THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to 18 U.S.C. Section 1350, I, Cory Mullen-Rusin, Principal Financial Officer of Teucrium Trading, LLC, the Sponsor of Teucrium Commodity Trust (the “Registrant”), hereby certify, to the best of my knowledge, that the Registrant’s report on Form 10-K for the period ended December 31, 2018, (the “Report”), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
 
Teucrium Trading, LLC
 
 
Sponsor of Teucrium Commodity Trust
 
 
 
 
 
Date: March 15, 2019
By:  
/s/ Cory Mullen-Rusin
 
 
 
Cory Mullen-Rusin
 
 
 
Chief Financial Officer/Chief Accounting Officer
 
 
 
 
GRAPHIC 6 a1.jpg IMAGE begin 644 a1.jpg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�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end GRAPHIC 7 a2.jpg IMAGE begin 644 a2.jpg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end GRAPHIC 8 a3.jpg IMAGE begin 644 a3.jpg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c1.jpg IMAGE begin 644 c1.jpg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end GRAPHIC 10 cane-aum.jpg IMAGE begin 644 cane-aum.jpg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end GRAPHIC 11 cc.jpg IMAGE begin 644 cc.jpg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end GRAPHIC 12 corn-aum.jpg IMAGE begin 644 corn-aum.jpg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cornusda.jpg IMAGE begin 644 cornusda.jpg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�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cy.jpg IMAGE begin 644 cy.jpg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end GRAPHIC 15 nav_1.jpg IMAGE begin 644 nav_1.jpg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end GRAPHIC 16 nav_2.jpg IMAGE begin 644 nav_2.jpg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end GRAPHIC 17 nav_3.jpg IMAGE begin 644 nav_3.jpg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end GRAPHIC 18 nav_4.jpg IMAGE begin 644 nav_4.jpg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�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nav_5.jpg IMAGE begin 644 nav_5.jpg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end GRAPHIC 20 s1.jpg IMAGE begin 644 s1.jpg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sb1.jpg IMAGE begin 644 sb1.jpg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soyb-aum.jpg IMAGE begin 644 soyb-aum.jpg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�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soybusda.jpg IMAGE begin 644 soybusda.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X0 Z17AI9@ 34T *@ @ U$0 $ M ! 0 %$1 0 ! %$2 0 ! #_VP!# @&!@<& M!0@'!P<)"0@*#!0-# L+#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_\0 'P$ P$! 0$! 0$! 0 $" P0%!@<("0H+_\0 M1$ @$" M! 0#! <%! 0 0)W $" Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 5 M8G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F M9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:W MN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! M (1 Q$ /P#T?PCX1\-7/@O09Y_#NDRRRZ=;N\DEE&S,QC4DDE>36W_PA/A3 M_H6-%_\ "+_ .)H\$_\B'X=_P"P9;?^BEK=H PO^$)\*?\ 0L:+_P" $7_Q M-'_"$^%/^A8T7_P B_\ B:W:* ,+_A"?"G_0L:+_ . $7_Q-'_"$^%/^A8T7 M_P (O\ XFMVB@#"_P"$)\*?]"QHO_@!%_\ $T?\(3X4_P"A8T7_ , (O_B: MW:* ,+_A"?"G_0L:+_X 1?\ Q-'_ A/A3_H6-%_\ (O_B:W:* ,+_A"?"G_ M $+&B_\ @!%_\31_PA/A3_H6-%_\ (O_ (FMVB@#"_X0GPI_T+&B_P#@!%_\ M31_PA/A3_H6-%_\ "+_ .)K=HH PO\ A"?"G_0L:+_X 1?_ !-'_"$^%/\ MH6-%_P# "+_XFMVB@#"_X0GPI_T+&B_^ $7_ ,31_P (3X4_Z%C1?_ "+_XF MMVB@#"_X0GPI_P!"QHO_ ( 1?_$T?\(3X4_Z%C1?_ "+_P")K=HH PO^$)\* M?]"QHO\ X 1?_$T?\(3X4_Z%C1?_ B_P#B:W:* ,+_ (0GPI_T+&B_^ $7 M_P 31_PA/A3_ *%C1?\ P B_^)K=HH PO^$)\*?]"QHO_@!%_P#$T?\ "$^% M/^A8T7_P B_^)K=HH PO^$)\*?\ 0L:+_P" $7_Q-'_"$^%/^A8T7_P B_\ MB:W:* ,+_A"?"G_0L:+_ . $7_Q-'_"$^%/^A8T7_P (O\ XFMVB@#"_P"$ M)\*?]"QHO_@!%_\ $T?\(3X4_P"A8T7_ , (O_B:W:* ,+_A"?"G_0L:+_X M1?\ Q-'_ A/A3_H6-%_\ (O_B:W:* ,+_A"?"G_ $+&B_\ @!%_\33)/!WA M&&)I9/#>B(B LS&QB '4_=KH*I:Q&\VBWT4:EG>W=5 [DJ:3=E<$? W0]"M[N*353>QP_8U8>:'$S$@KUKTKQM-H7B+P]JFA3Z];V, MT$D*RRN>(9"=R!L\$';_ #IOR$GL7=+T3P#K=NUQI>D>'+V%6VL]O:PN ?3( M%2WWAKP1IEH]W?:%H%M;QCYY9K.%57ZDK7)^"?&-I91ZU#K1T>W&GRPQ2:GI MPQ;W.Y?EZ<;O7'Z5L_$G3K'5M"LH+G6;;2ITNTGM);K'E/(H8[6!X(()I2TU M&M32T_PYX&U:S6[T[1/#]W;L2%EAM(74XZ\A:M?\(7X4_P"A9T7_ , (O_B: M\JC\97MUHMI8K):Z'%+K365_J>F86&0!,^9&QR%S@#/.,5+_ &WKEIIFL7>G MZ[>ZI8>'M4BD6=I QNK? ,J,P #A'K7Q!=ZM/:6=]XB M3[&[]+:!0RA@#P"3DY^E,O\ Q?KNDZ'X@M-,UV;4K2#4[>UM]5EE4NL-V..M(#UW_A"_"G_0LZ+_X 1?\ Q-'_ A?A3_H6=%_\ (O_B:\JM?$ MFM:9X4U\:AK,T\4K7FI06:V\L,MVR MM(/,#%AD ,YK^PO-(URTU355\^R< WMM,6VY0]2 ?4?XTM; MV8=+GI__ A?A3_H6=%_\ (O_B:7_A"_"G_0LZ+_ . $7_Q->7:GXRO+31=9 MM&UN2/55\2>3!#YW[T0>;T Z[-OX53\0^)-2M[_Q?.OB^ZM;K2KU#8:<'7$N M<9!!&67_ &1TY/>@#UW_ (0KPI_T+&B_^ $7_P 36=%HW@2;7)M%CT'1FU"" M%9Y(?[-0;4)P#NV8//OFO._$WB'4%UCQ29O%EUI,VGVL%S9V*2JHDE,8)3!& M6!/&T$=&;:9&B.&$@(;'X],>] ,],/@OPIC(\, MZ-_X 1?_ !-B6D.G3K;S7-S9P)$TC#.U6QR<>N*R?#OCF M76GU7Q--/-%I&E:7&LEODA6N=N^3CN0<**Q]9L&T_P"$NBW&H%!<7VKP7MVS MGC,C%N<]@.*; ]!TO1_A_K432:9I7AN\13AFM[6!\?D*O_\ "%^%/^A9T7_P M B_^)KSS4]0L+;X@2:CX06UN&M=%N);P6>#$S 9B!*\%LBLGP3XB\37>JV-S M/K:7$%];3-<0RZG%,VX1E@8X513$0P'!)XH ]:_X0OPI_P!"SHO_ ( 1?_$T M?\(7X4_Z%G1?_ "+_P")KRC2)/$=ZOA&23Q?JZG7//BN K)A$3.-F5.&XY8Y M/TJ*Z\4ZHOARTTR?6=1-V-4N[2.Z2]CM#(D70R2LC8_+FD-*YZW_ ,(7X4_Z M%K1?_ "+_P")H_X0OPI_T+.B_P#@!%_\37ENE:UK_B'2/!=NVO7EK)?7%Y!< MW%NREY$C.%^;&"<#[V/>H8O$FLS6&FZ-?^)+JSM1KMU87&K;U27RXAE 7(P" M3QDT[:M"\STG3M$\#:L;H6/A_1I3:3&WF_XEJ+LD&"1RG/4=*J00_#&XU#^S MX;;PK)>[RGD+# 7W#MC&A:-)/I\@BN4_LU%\MR,@9*8/'IFO-/%OC#5+?Q?< M2Z;JE]$MI?PV[V\M]&L9W8R!;[-SC!^]N_E4]YJ[:3/X\ECN+NWDGUJWA62U ME6)LLF,>8P(0>K8.*$-GJG_"%^%#_P RSHW_ ( 1?_$TO_"%>%/^A9T7_P M(O\ XFO';7Q/XCF\)W-NFMW"3P:_;VD=TMRMPX1QR#( %D&?8#BM*]U_7] B M\6:0NNWD\=E>64:7]R%>6WCFSYC9 XQQZ4[:V_KH%K'J'_"%>%/^A9T7_P MB_\ B:/^$*\*?]"SHO\ X 1?_$UYEXIUN\T;2M+TW0O%=QJ=O=WICFOY+Z-) M(QLR(_M&TJN3WQQTKLOAA>ZK=Z)>)JM]%>M!=F.&5+M;EMFT':\B@!F&>N!Q MBDM0N;G_ A/A3_H6-%_\ (O_B:/^$)\*?\ 0L:+_P" $7_Q-;M% &%_PA/A M3_H6-%_\ (O_ (FC_A"?"G_0L:+_ . $7_Q-;M% &%_PA/A3_H6-%_\ "+_ M .)H_P"$)\*?]"QHO_@!%_\ $UNT4 87_"$^%/\ H6-%_P# "+_XFC_A"?"G M_0L:+_X 1?\ Q-;M% &%_P (3X4_Z%C1?_ "+_XFC_A"?"G_ $+&B_\ @!%_ M\36[10!A?\(3X4_Z%C1?_ "+_P")H_X0GPI_T+&B_P#@!%_\36[10!A?\(3X M4_Z%C1?_ B_P#B:/\ A"?"G_0L:+_X 1?_ !-;M% &%_PA/A3_ *%C1?\ MP B_^)H_X0GPI_T+&B_^ $7_ ,36[10!A?\ "$^%/^A8T7_P B_^)H_X0GPI M_P!"QHO_ ( 1?_$UNT4 87_"$^%/^A8T7_P B_\ B:/^$)\*?]"QHO\ X 1? M_$UNT4 87_"$^%/^A8T7_P (O\ XFC_ (0GPI_T+&B_^ $7_P 36[10!A?\ M(3X4_P"A8T7_ , (O_B:/^$)\*?]"QHO_@!%_P#$UNT4 87_ A/A3_H6-%_ M\ (O_B:/^$)\*?\ 0L:+_P" $7_Q-;M% &%_PA/A3_H6-%_\ (O_ (FC_A"? M"G_0L:+_ . $7_Q-;M% &%_PA/A3_H6-%_\ "+_ .)H_P"$)\*?]"QHO_@! M%_\ $UNT4 87_"$^%/\ H6-%_P# "+_XFC_A"?"G_0L:+_X 1?\ Q-;M% &% M_P (3X4_Z%C1?_ "+_XFC_A"?"G_ $+&B_\ @!%_\36[10!A?\(3X4_Z%C1? M_ "+_P")H_X0GPI_T+&B_P#@!%_\36[10!A?\(3X4_Z%C1?_ B_P#B:/\ MA"?"G_0L:+_X 1?_ !-;M% &%_PA/A3_ *%C1?\ P B_^)H_X0GPI_T+&B_^ M $7_ ,36[10!A?\ "$^%/^A8T7_P B_^)H_X0GPI_P!"QHO_ ( 1?_$UNT4 M87_"$^%/^A8T7_P B_\ B:/^$)\*?]"QHO\ X 1?_$UNT4 87_"$^%/^A8T7 M_P (O\ XFC_ (0GPI_T+&B_^ $7_P 36[10!A?\(3X4_P"A8T7_ , (O_B: M/^$)\*?]"QHO_@!%_P#$UNT4 87_ A/A3_H6-%_\ (O_B:/^$)\*?\ 0L:+ M_P" $7_Q-;M% &%_PA/A3_H6-%_\ (O_ (FC_A"?"G_0L:+_ . $7_Q-;M% M&%_PA/A3_H6-%_\ "+_ .)H_P"$)\*?]"QHO_@!%_\ $UNT4 87_"$^%/\ MH6-%_P# "+_XFC_A"?"G_0L:+_X 1?\ Q-;M% &%_P (3X4_Z%C1?_ "+_XF MC_A"?"G_ $+&B_\ @!%_\36[10!A?\(3X4_Z%C1?_ "+_P")H_X0GPI_T+&B M_P#@!%_\36[10!A?\(3X4_Z%C1?_ B_P#B:/\ A"?"G_0L:+_X 1?_ !-; MM% &%_PA/A3_ *%C1?\ P B_^)H_X0GPI_T+&B_^ $7_ ,36[10!A?\ "$^% M/^A8T7_P B_^)H_X0GPI_P!"QHO_ ( 1?_$UNT4 8/\ PA7A3_H6-%_\ (O_ M (FN$O\ PQH*:C=*NAZ:JK,X %JF ,GVKUFO/-1_Y"EW_P!=G_\ 0C0!TW@G M_D0_#O\ V#+;_P!%+6[6%X)_Y$/P[_V#+;_T4M;M !1110 4444 %%%% !11 M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M !1110 4A&:6D- &;%X?T>#4VU*'2K"._/M :!3YV.F_CYL>]8GQ \27_A;PJ^HZ;!;S79FCB1+@$I\S O04!8[!?#VCIIXT]-*L%L0P? M[,+9!'N'?;C&:LW^G66IVIMK^TM[NW/)BN(ED4GZ,"*XW2/B/!_PA^E:OK<, MB7-[&[-'8VTDJC:Q4G R0..YK1NOB'XQH$NYMG1=*?3/[-;3;,V&,?93 OE?\ ?&,?I5>\\.V%X@ M+:%56,,""0N,=ZY71/'876M) M7Y QNY'!Y/YFK,&AZ5:Z>^GVVG6<-D^0UO' JQMGKE0,'\JY6R^)-MJ'B76] M#2QGADT],QW$D;E)#M9CN&T; ,<H1/)$+*WE* MR[6((12"V?8^] O(Z:'P[HUOITFFPZ381V,O,EJEL@B<^Z@8--C\-:%% T$> MC:EA D4#O(^W[WR 9^7O MQQ5BT\2?\)'X4N-6\,!9)2KBV^V1,B.Z]B.#@GC-#[C78VH["TANYKN*VA2Y MG"B698P'D Z;CU.,\9JN-!TA-2_M--+LA?GK^(]6T> MPT^VMU<6[SZT95;_ $7:=NTA K+L/ ^E6F ML:CJ5S##>SW=V+M#<0(QMWP!\A(R.G6F:?\ $#0=2U8:;#-.EPRL\8FMGC64 M*,ML+ !L 9XJUX?\8Z3XH>5=*DFE6)21B-K@1C>5'0%NI ] M*X;2O'&NZSXVO=-M8-(CL;*\:UEMIIG6\95ZRJ/NE>^,=/SK'DUG^S# M<('\D2=-OF8VYSQC/6A*]@9G1_#*RC\&R^&Q?S>3H365Q> M2)+!<_9IF,#[(GZ?,V, 'U-1Z;\1++4/&6I>'39W,36>W;<&-RC\,6W?+A - MO!)^;M2W0=3IM/T?3M)MS!IMA:641.XQVT*QJ3ZX4"F6OA[1K&ZFNK32;""X MG!$LL5LB/(#UW$#)_&LG3/'^@:MJB:=:W$WFR9$+O;NDNS ^7/? M&*BE\-Z'/;FWET;3Y(#,9S$]JA4R'J^,8W'UZUQNO_$6V&E:+JVD7A%C-J8M M;O= =X !W+M(R&Z?G6[!\0/#LVBW.JB\=(+>402I)"RR+(3PNPC=D]ABD!LP MZ'I4!@,.FV<9MV9X"D"CRF;[Q7CY2>^.M-D\.Z--9RVYYK'C^(7AV31[S5#=2QP6;JERDL#I)$6^[N0C(!]<=C6UH^LVNN M:>+ZS\X0%BH,T31DX[X8 X]Z8$]IIUG8*ZV=K!;B1M[B&,)N;&,G'4X JC#X M6\/VVH?;X-#TR*\W%OM"6D:R9/4[@,YK5W^U>>Z7\0KV_P#'SZ6UI;KH9)/$ 7!YQC[V,#M0M6'0["X\.:+=W;W=SI&GS7+@*TTEJC.P!! )(R M<$ _A3Y= TF:.ZCDTNQ=+M@URKVZ$3D="_'S'ZU0G\9:-:PZQ-+.X32'"79$ M;'82 1CUZCI5#6/B7X;T.X:"[N+AI$1'D\FV>01AQE=Q484D'@&D!MQ^&M#B MA\B/1M/2$.L@C6U0+O485L8Z@< ]JG;1]-:2ZD.GVI>\ 6Y;R5S. , /Q\V M2.:R6\;Z*MIJER\TJQZ6J-=;H6!0,H8<8Y.".*CE\>Z%%K$.EFXE:YD$9.R! MV6/S.4WL!A&OB%:^(_$FJ:-'87,#V3[4D>-\2 9)RH"')X! M)SUKLN]&H"T444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 44 M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 5YYJ/_ "%+O_KL_P#Z$:]#KSS4?^0I=_\ 79__ $(T =-X)_Y$/P[_ M -@RV_\ 12UNUA>"?^1#\._]@RV_]%+6[0 4444 %%%% !1110 4444 %%%% M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M%!HHH Y3Q_X?N_$OAQ;"Q,0F%U#+^];:-JL"><=<5S:_#B]7X@WFJFXC;1B) M;FWM=WW;J1 A8C'3C/\ ^LUZ?BC I)6#<\;O?AIKT_AWP[ILGV2ZBLHIH[FU MDNY8HMSN2L@*8+%1V.*U?"_@/5]'OO",MT;8II-G<0W&QR26GX' MI1@>E,3/*%^'^M6GC2\\3V4EL;MM2,L4;2G;);,H5U;CAN,CZ50N?A/<-XEU M"X?2],OX+R^:Z6[GO+B-X@S;BOEH0K8YQTKV7 ]*6A*UO(;ZG 1^&-:LO&GB M&]MEM)--UFVC1F:5EDB=$90 ,<@D]S-:LD]_/]JMYI(@!*X*KYJ(S XS ME<5Z_P##FX6?P-IQCTR33HD5HT@D+$D GYLL 3NZY(YS76X'I1@>E">E@>KN M<1H?A"XL-0\72SB".+6)]T+1?>"E,'=P.SM)(<$ ^43L4\\]1[5[#Q1Q26FP.YXMX<^%^OZ;XJTS5;[['(]L;@7- MV;N666YWQNJL5;A>2.!^M>B>!M$NO#WA*TTV]\HW$1-6)$9&.XQW/(K&MOA M+<6^OR22Z5IEY U\;E;Z6]N$D12V['E*0I(]?SKV;BDH6@'AJ^'M>\37'C/1 M;!;%--NM;/VB:8L)(@K!B5&,-G%=HOA75[7Q=J\]O]E;2=7LX[>61Y")H2B, MHP,8;.[U%=_Q1@4+16"YY!X/^%]SH6L6$UWI.EC[$6(U!+VX:24X(!\HG8I. M>>H]JNZ;\/\ 6+2Q\)PR-:EM+U.6ZN")".3S[5ZEQ12 \GF\ >((HI MI+9K'S_^$C?58A)(=AB* ' ZY'2J^I?#+6=?TO5+K4FL4U.\U**]^RI*_DE M40KL+@!N0>HQ7L''M1Q18#R*'X97L?A36;2VTO3--N[]X,1PWDTP(C8DEGD) M]> /QKU&ZTZVU'2I=.O(_,MYHC%*@8KE2,$9!!'X5=HIA;J8%KX>M_#GARY MT[PW;+;L5=H4DF=AYA'!+,2>N*\\_P"%3:EI^A:7<:7K5Z^NV,Z70M[BZ)LQ M+G=)M7;P"2>>_P"->Q44>8'E.O\ @KQ/);;3!IOV/7-DKO/(P>)U !4 # M!!QU_2N \33FQ^(NIQW5I(6XEOX;F1)'C0 ,CQ#Y).A&3C@CTKU2DP/2A: <=H>A:MI/CC7;PK:OI M6J.LXD\PB5'5 NW;C!'!YS78CK1@>E+0 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !12-G''K7*:%I M5!?3QIN8$X61@,G'M0!]4>"?^1#\ M._\ 8,MO_12UNUA>"?\ D0_#O_8,MO\ T4M;M !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !2'I2TA&10!Y)XFU[5-#^)LNH_VA<# M1;".V%Y:^8?*$:P9_$>L@^(=5N]0U(6UYI(U"VMH;HQFW0W)C M3RSSM)102U6S89(!A5MRIP>@/-*/2XSR_5)Y_^$GF7S9 /^$NL$QN[&#D?2MG2O&F MHQZ;IMCIEB^H:E?W%XR"_OL!4BE(.7VY/48 ' [UW,GA;19;@W$EA&TINDO" MV3_KD7:K]>H'%5;SP+X9O].CL+O1[>6UCD>5$;/RLQRQ!SGDG/6F#:.7MOB5 MJ6JVFF'2-"BGNKRWFF=);L*L9B;:V& .0>Q^E:6K>(YM5^$=UK]F9;.::P:: M/8^&C;V8?SKH[?PYI-J]L]O80Q-:PM;P[!@)&V,J![XIPT#3%T+^Q5M$&F^7 MY7V?)V[/3KFD]4">IY)HOBO6/"5EK<^HMJUQY-G;W5O9ZM=+-(P9PC.)%SA> M>%KM]4\;7MI>:]:V6D&]DTN.U=5B,DUIV'@+POIEA=V5GH MMK%;WB[;A,%O,'H2><4R#X>^%;2RGLK?1K>*WN-GFHC,-^PDKSG/&3^=5=-B MTL<1J/BS5(_$\>NZ996]\G_"/?:9HUNBL:(LC%BIV\G@C! _"M.?XG7DFH00 MZ5X=N;V'[/;W%P4$C.@E7( "H1P/[Q%=DOA71(XO+33X50VAL=JY \@YRG7I MR?>J=WX \+W\MI+=:-;R26:+' V6!15^Z,@\X]Z2T#S.(L/%-]X=M_$UW#I[ MW<1\13I))(S!+:,1QG+;0Q"_AWKU>WD$L22 J0Z!@5.1@^AK%N_!/AV^CF2Y MTN.19KAKJ0%F&Z5@ S'!YR ..E;L<2Q(J(H5%&%4# ]J8/.<$$'\170U4U#3K75;& M:RO85FMIUVR1DD!A^% T7,^L0FQCN8A)$BRK(SB,(?+105 M)8'[N>#UJ\OC?4"UO:-I)BOKJ^%K 9TEABD787+@N@;@ C&.IKH%\(Z&MI=V MK:>DL5V@CG\YVE9U'0%F).!VYX[4Y_"^E2V8M98)98EE$R>9>IZ#'OFM[4O#>EZMIB:=>6WF6B 0B5U7CIG: M1G\:AE\):/->6MY+!,]S:C$$K74I9/7'S=QU]>]"L#U1@:KJ6K2?$==(M[W4 M8K(:='<%+&*W8AS*REF,JD@8 Z>E9WB+QSJ\>CZ\EM;QZ=J-A*OE+,&+M#YH M3S &7:0W;!/7UQ7;7GAO3+_4EU&>&3[8L0B$L<\D9V E@IVL,C))YJ-O">B. MMXKV$;+=H8Y@S,<+CFA!U(/$9F;PHQG""4O#O"$E<^:G0GFNBK MD]=T+3M,T>^NK2WV7%PUJDLA=F9U210@))/0$UUE !1110 E<==ZCK4'Q*L= M->\B72[NTF=($B&[*!/F9CSG+'@<=,YKLJR)O#>F7&L1ZM+#(U]%_JY?M$@V MCC@ -C!P,C&#WHZAT.:T+5K^/7==:YU6_P!0TFP9+5"UHDCF;JY @B!(&0.A M[T_4-9U:U\?:9;?;(8])N[.XE6%H=I!14(:1FY'+'@8XZYKJ]/TJSTJ&2&Q@ M6&.25IG R=SL&-*O-5CU.XMW>\C!"2>?( H.,@*&Q@X&1C![T= M@74XOX>^)M;UG59(=4O))$DLQ<1"6%$63YV&^$JJDQD;?O9;D>M3:/XPUPV% MNEW%;75W>ZK-9VS%MBHJ,Y.["] %P.I/>NNTOPSI.BR^9I]HL3[!&"79MJ#H MJ[B=H]A@4V3PGHTB2J;/ EG%R=LKKMEY^=<'Y3R?NXSDT7V#N8FC:Z?$.I:- M>/;_ &>6-KVVE0-N&^,JK8;N,CBNVKFO[/M=+UW0;*RA2"WCAN0B+VX0GW)) MYR>N:Z6@2$;I7G^LZEK/]O\ B-;76IK2'2[&&YAA$,31LQ#E@Y9"V#M X8=: M] (R*Q;[PGHNI7LMY=V?F33*J2_O7"R*O0,H.& ]P:3*.4M/B->7ETL%OHEQ M/Y0MA<^7#*YW2J&.TJA4!0P)W$5T?AS7KKQ ;FX2VA73DGE@BD\S,C&-MN2N M, '!/6KDGAO2I-2_M 6QBNB$#202O%O"?=#!2 V,]\\<=*EM-"TZQO9[RVME MBFG):0JS8+,06(7. 20"2 ,]Z8CD]'U+Q)=:_P"+M-FO[5IK/R#9_N,1P[U8 MG@?,W0=3U'84S1/$6K77P;FUZYNP^J)874HN/+4?.F_:=H&WC:.,8KI(_"6C MPW=WG:I+/PQI.GZ//I-M:[+"=&22 RNRE6!# M9)P#D]/6D@ZG*P^)=7T?PK9ZKJ:GXPUVVEEMY--MTMWMPA^Z'CW<''.>IR>.W%:O_"'Z+]B^QFWE: 8V MJ]S*VT8(P"6R!@X('![TMWX/T*^$XN-/C=+B%()4#LJNB?=!4$#CM3#H+I'_ M ",&O_\ 76'_ -%+6Y6'I"A?$.O@?\]8?_12UN4 %,8'::?2$9% 'F5]XB\0 MV&F^)A-?1R7UM?VUM:""%1M\W9\B;@1N.X@,^1GD\<5M>$=>U/4-(VWEO=37 MBSRPM+*D8\EE. LFT@$].4&*WD\,:%$LZQZ+IJK.,3!;1 )!G.&XYY]:MV^G M6EI:?9+:U@@M<$>3'&%3GK\HXHZ <%INJ^*KW0KO_29+BY@UN>UGGM(HEDC@ M0G'EJXV]<#YLG!/?FICXCUMOAI%J\4L0OC.L?G2J%W)YNS<0 5R1CIQR<5U( M\*Z L#P#0M,$+L&>,6D>UB.A(QC-7Y=/M9[,V,%-OIMZ8]J.@ M=3E1XSN1KS67V&(V\5_'I\KB4[S*T8?6DZP*'5?[H;&0/:OBSQGG_A.O$'3_ )"5S_Z- M:@#[$\$_\B'X=_[!EM_Z*6MVL+P3_P B'X=_[!EM_P"BEK=H **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** $Q[T 8I:* "DQ2 MT4 )BC%+10 F..M&.:6B@!,48I:* "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH *Q/"/_(JZ?\ ]N_AWP_JO]G#.K:BMD8O._U62XW9V\_M=HW(KD+ M;P';P"PMWOYI-.T^[-W:6K(O[N3G&6ZD#L:DEC;;].W!K- MKLB=2) G[Q2ORYSG(R.U:_\ PE\EE=:C:ZS9Q6TMG9_;0\,QDCDBZ'DJI!SQ MC%5-6^'\.N37-QJ&I2R7,MK]D25(41D3?NYQ]X\=^G..M2:AX#35Q=-J6J3S MS70BCE=4"?N48/Y8QT!(Y.)I/$G@V^DN;,65Y;W444UMYF_9EXV4Y MP.H([>M=[7!:IX4M-$34]4L[BYVWBVT0 >G&:[F0%HV"G:Q'!QG!KBXO )6WNXWU>5WFOQJ*OY" QSY'(]5P,8^M M(#HM%U==6TA;Y#"Y)=2L#LP!4D$?,JG/'0@]#!$>@ZY<>)+CPYJUQ9K:& MXBNVCC60OE/E"MD@=0,].]=O7.RVT5GKWA^U@4+%#;3QHH[ *@%=%3$@I*6B M@84E+10!BZCKAL?$6CZ4+<.-1$V9=^/+\M0W3'.<^U19+"&!5U>? M3?M%S<%(5\OHSL$.TMT QCKS73ZUH(U2\T^^ANWM;RQ=VAE50PPPPP(/4$8_ M*LY/!8M]&NM.MM1=!?232WK20)()VE^\2I&![4@T*MSXVU".[U9;?2K:>#2[ M>&YG879W.LBECL 0@X /<9I^H?$"&SU;2K:*T$MG=I"]Q1BHHOAW#:QW=O9ZK<065Y;PVT\6Q6+)&I4 ,>A()S2WGPTTF_M]6CGN;S= M?JJ(8YG1851 L8"@A6VXR-P/-/J(W=).?$.O_P#76'_T4M;=<]H$;PZOK,4D MIE=&MU:0C!?QKH:!A1110 5A^*]>F\.:%-J4-@UZ8L%D$@0*.Y)/:MRL MS7-$@U_3)-/N9IXH9>'\A@"P],D'C_"@#,UGQ%J.FW^F006-I<)?SQPHK7++ M(,C+MMV$$*H)ZTW6_&4&GV,%WIL46J0M=);S207"[(=S*OS$9Y^8RRSSW%I"T,32L#PV,L0 !NXZTW7= @\06B6MQA - &%+X_2/QZ/"_V6+S#(J M/B1E*;]X7;C:.GWL^V*^4O&7_ "//B#_L M)7/_ *-:OKY?!>FKJOV\S7;,;E;MXC(-CS! @D(QG. .^/:OD'QG_P CUX@_ M["5S_P"C6H0'U1X=\1)8^&_"^DV]G<7M_+H\$WDP%1LC$:C*6X@N+Y(+BVC\RYCDX, VAOG[#@^O/:N8\.>'[TZ;X7\0:702/RH0&V?%^ M@BV^T-J<21B40G>"K!R,A<$9R1TXYIUUXGL8?#TVMVN^]M(02XMQ\P .&X.. M1W'7BN*\3>%M9^V66I($N-0N-9LW86\+-%#'&&&YN^.>2?6NR\-Z#)HVE7%O M=2I<37-Q+<3%5(3+G) !SQVH A@\:Z3,LS+:6AB0W9P8Y)) "J)CEFPPX M [U9D\5Z+!8QWDFH1BWW\$:;H:WJBXL+[[ M8)8]\:R'S&;!*$,#M;&0TV\U233K>\26[B :2- 25! (R<8&0016I7,^&O#,FA: MGJEW)<)+]N,& J$%?+B"<^N<9KIJ "BBB@ HHHH **** "BBB@ HHHH **** M "BHC<0 D&:,$<$%A1]I@_Y[Q_\ ?8H DKG]>\4P:%NX *S!F.T@G:#C-7-=\31:)< M06WV6XN[F:.258H-N1'&,LQW$#T&.IS7)VGP\AL;U5AU2'[!Y]O) F M%8'@' ]^M:>J>%4>ZM;O2=2"3PPS0-]ON9;GG7.U=4.E<7IGA:.QUO2KJ34HIK32M/\ MLMI"<9$A/SR$Y[@ 8KL!*C^TP?\]X_^^Q2&Y@Q_KH_^ M^Q0,Q/$'BNWT*Y@M?LUQ=W,D4D_E0;G'7FLFV^).EWNK6]C;07,BS211B7"C!D3>ORD[ MB,=2!CWINJ^%$EN[:[TK4ECGBAFMV^W7,ESE) ,D%G)R"!@9Q679?#Q;+6K2 M[35X66UDA:&=F/GQQHFTPJ\?_ 'V* ):Y[Q!XLMM!NX;1K:XNKF2&2X\J +E8H\;G)8@=P,=3FMS[ M3!_SWC_[[%M'7O%4&AW,-K]FN+NYEBDG$4&W(C0 M99CN('<#'7FN6M?A\+;7K6\&L1F.VDC\J;>PG6%(PGD@@X"$Y/'KGKS6CJ_A M))+RUN])U,1S1V\]JYOKB2YRDH&2&=BV00,/\ [[% MS"\0>+;70+F*V:VN+JX>&2X,4&W*11XW.=Q [CCJ:IVOQ!TN]U*"VMX;A[>: M9+=;L >6)70.$QG=T(YQC/%1>)_#C:SJD6HV6HVT$XLYK&02_,#')C)&#]X$ M?K6>G@+3TUFPN$N(H;6S:.0K#<2*TSI&(U9EW; >^X#=P.:%Y@SH_$GBJU\, MQ6TES;W4PN)5C'D1Y"Y95RQ. !EA[GM567QQ8QZXVF_9[EECNTLI+E0OEI.Z M[@G7/0CG&.:J^(O#CZCH*:3INH11Q"=)WDOKF6X?*.K@!F8G!QCK5)?!\AUN M2Z?4K06D^H1:E-$N=WG(@7"MG[I(!_.CKJ#._!R*=4 N8,?ZZ/\ [Z%.^TP? M\]X_^^Q0!*>E<_XB\4VWALV0N(+J8W0A+!068D #+#W/;I6V;F#'^ MNC_[[%N,4+= .?QQ8IKO\ 9OD7 M#+]K6Q:Y&WRUG9=P0\Y_'&,U8\2>*K;PREJUS;W4WVF41+Y$>0N65'3CM705Q\VE:A/XPT[6VOM-6.UMV@:(;LMOVEB#GU7BNK^TP?\]X_^ M^Q3Z")J0U']I@_Y[Q_\ ?8H-S!_SWC_[[% S&\1^*+;PXUBMQ!=2F\G6%##' ME4)95RQ) '+#W/.*1/%-M)XM;PZ(+D7"P&?S6CQ&0,< GD_>'3CWJIXPTNXU M^SM+>SO;&%8;F.X8S98DHP8 8/?!S5>;1[^X\86^M27VGB&.T:U>-&8.0Q4L M0P/!R.*2![:&EXC\56WAH6?VFWNIC=3+$ODQY"995RQ/ &6'N>U+>^)5T_6; M*QN;*Z6.\F^SQ7("[#)C.,9W8QWQBLKQ#X<;4-&M],TS4(8XH[A+AGO;F6X< ME'# !F8G'![\=J=_9&HS^+H=8OK[3)X;=52V@RP\C(_>,.<%CS@GH./6F@9V M-+4/VF#_ )[Q_P#?8I?M,'_/>/\ [[% $M8/B+Q1:^'9;&.XM[J4WLZP(T*9 M5"2%!8G@_M6S]I@_Y[Q_]]BN:\7Z7\?\ WV*!F+K_ M (HMO#UQI\5Q;W4IO9U@0Q1Y5"S!06)P!R1[^U+<^)8[3Q-8Z)/9W*/?>8() M_E*,47[CNF,Q)+%&! &#T-5;OPXU_P"* M;'6);NRM6MU82R668YK@%<>6[@Y* \COP.AH0&MXA\56OAQ[);FVNIOM'VBGEN;LD;XP-D1VE@&)/4A3TS6=XA M\.R7^EV>GZ;J,*107*7+/>W$EP[%&# ;F8G'U/':JUQX,27Q%8:S'KDB217K M7ES$61E=C'LPA*Y"XP,$G Z8/-"W![:'> Y%+4(N8 /]?'_WV*7[3!_SWC_[ M[% $G:L#7_%%OX?NM.@G@NI6OKA8$:*/*H6( +-D #)^M;7VF#'^NC_[[%_M7.W?@>.X\ M0Z=JJ:[,AANI+JYB\Q?F9X]A", &4=N2<#I@\U>\0^'I+_2[&PTW4(4BMKI+ MHM>W$D[DHP8#IXH#J:UGXA-[KUYID%A<%+*18YKDL@0$H'&!NW'J!T MK=[5Q-QX96[\6Z?K;3Z;;/;.9)9+6,+-<$ILV.V>4'O[5V/VF#_GO'_WV*!$ MM%1?:8/^>\?_ 'V*#FVT]O=2M?W"6Z-%'E4+$ M%B>!U^M%CX@;4-9O-/AT^Y\NSF\F:Y+($#;0W W;CU':J?BW2[G71IJV5[8Q M+:7D=V?.).XH<@<'H:H77A..^\5V.LO<:?:F NTTEDOE3W!9-FUY 0=HY]^G M2A ;6O\ BFW\/3Z?%<6]U*U[.L"&),JA8@ L3P.2/>FP^*[.X\32:)!^\FA; M;*QEC7:=N[ 4MN;C&< ]:S-?\/27^GV%EINH0I%:W:71:]N))W8HP8#IX[543P<6\2)J,FI6@MQJ*ZD508D\T1["H;/W#U]>U"W!^1W]%1?:8/^>\? M_?8H^TP?\]X_^^Q0!+6!K_BBUT&^TVTGM[J1]0N$MXWA3*QEC@%B>!R?K[5M M?:8/^>\?_?8KF?%NEW6N-IHLKZQA6SO([S]\22S(<@<'I1U L6WBRTN_$4VC M6X\R:%S'(QFC7#!]SR3NS*VX#*+Z!U-&Z\4FR\2V.C3:;=%[YF6&96C*X5VTC_8UM8(T_P"67.YSD^IQ M^56/"5Q /"U@#-&"(SGYAZF@#?HJ+[3!_P ]X_\ OL4?:8/^>\?_ 'V* ):* MB^TP?\]X_P#OL4?:8/\ GO'_ -]B@![=*Y^+Q5;S>*;KP_%:W1NH+8W.]D"H MX!"X4D\G)'.,>];AN8,?ZZ/_ +[%Z M$UO:M=--Y6$95QD+W)Y'08]ZJZ+X8L['2+BVOM0:6ZN[N2\N9[:Y>W9W8\Q3!)E56(.\'.-P(I!W*+^-+/Q1HM_!: MV\T1A%K-ERK!E>4;>5)P>.AP:]#KRVW\)_\ ",Z7J-PVH6Y%PMK&\,#':[K* MN9FW$_.W<]\\7_ 'V*8$M-8TS[3!_SWC_[[%(;B#_GO'_WV* . M+T_XB+J$EQ;QZ>#>"<0VUNEQN:4Y8'=\OR%0I+=< CUKH=8U^+1A9QR02W%U M>2^3!;P$;G;&3R< $Y/I7.:_X0776N;B:_M'N))4$22J#$L*Y/ED>[?,3Z MJOI5R_\ #IFM=!DM=3A%_H[ QR3?,LOR[6#DN@=1]QXXM]/UJ*PU2U> MP1K-[IY)G!*;7"XPH(Q@YW9Q6NWB'2A?0V1O8_M$^!&O.&)&0-V,9QSC.<5S M]_X=N-4U">^NM2LUEETJ;3RL8.%+L"&&3G Q6:G@J].K:=<3Z_'+;V,T,D<1 ME<*H2,*5"!MG)R=Q!;G&:8'4VGB_P_?!OLVJ6\BK"9RPR% QDG'.!7":EX*N=*\%K%;W4=[/8Z7=6HBA7Y MY3*V[*C/4#L,D]N:9I>@W&O6+B26>":SU%;N.[N#-;->'RMC<8CD3:, $ #C MOS0M6#T.X-]:ZEKVA7=E,DUO)%<['7H<; ?H<@C':NEKB--L+;1-2T.SC,$> M!=R/LF9P6/_OL4 9VOZS#H&D7&I3PSS1PC)C@ M3B7EA: MW-JDES$T6Z4Y # @G@UQ-_X"N]2TS3K2YU:Q8V5DEI$V7__8[J59K$:A M(D87=! <99LGG&>@ST-7+O2$&CW]M9:@SW5W#Y3R7EW)*G((+!"Q"]2<*!7- MWW@1M3\-V&E75Y8I-;V@LFO()945'(H:(0J2?55] M*GOO#GG:=H2V^IPB^T=U>*67YEDPNTAAG."#^@I=!LENO'$&G:S!8ZI:R6"2 M6LMR\DKY*;& QA001@YW \8K7;Q'I274%JU]'YUQ@1 X8D9 W=,DZ M!<:GJ#W]WJ-FLS:9<6)2,':#(1@C)Z#'ZUE)X)O?MNF/-K\#COZ4V'QCH4]O M+/'J*-'"ZQN=C [V&54 C))'.!FN$U;P5<:=X*$-O=1WL]GIU[ (H5^:4S,6 M&T$]@>G.<<4S2] G\06$BRRW$$UGJ$5W'>7)FMVNB(]A&,1R)M!P& 'X\T=6 M#W/4M/O[;4K1+JTF$T$F=KCO@X(^H.1CVKXI\9_\CSX@_P"PE<_^C6K[%\/6 M-KHFE):*\$9WO+)MG>0%F8DG=(Q8DYR(]'TCP9X;MM0OXH)FTBWE"-G.P1J"W'09[UT-EK>GW^I7=A;3^9/:)% M)* IP%D!*$'H<@'I7G.F^&]4U>/PW-;2_9K&3PHEI-HY'K5:+4;2> M^N+&*X1[JV5&FB!^9 V=I/UP?RKRC3_!FN3:9;6^J:>[^3I5Y"B&4$),928L M#=C(4\'MZU(WA+74?6IHM.(U&_TFUCAO R;DE16$JEL[@S9'(Z]S1U%T/6]P MSBJ.F:Q9:O#-+9R%TAF>!R5*X=3@CGWKSAO"^J?9(V6PF-H;ZWFN]+6&.".2 M- 0Q51*P.3@D$@';WK3T32=:T?P%K-I::<\-_/VO MK&W$HM9MN]H2JLI+8(9XQCT]36Q'X8FG\4&]M](:PM(],=;2.1EVQ7._Y6"* M2 P&2,=,GUIVT ]&R*6O(M/\':N^B7$-U%?6UP]FL-P+:&)?/<.&+L3*?,;K MRP7()!KT#PC#?P>'((]1LH+.=7<"" ;55=QV_*"0O&. 2!0!NT444 %%%% ! M1110 4444 %(:6B@#E+KX;>#KZ[FN[OP]9S7$\C2RR,IR[,!O^A9L?^^3_ (T?\*L\##_F6;'_ +Y/^-=A M2'I0!YYJ/@_X8:3.L-_HVFV[MM WQM@Y.!STI]GX)^&=_>S6=KHFG2SP,R2* MJ-\K*<,,],@\5K>(],O=8\0:';"#_B56\QN[J3IS^%9MC9Z]HW MB&_?3[2]ETAUN;J2VG>']Y<.^Y1"PPP!Y^^<#-" C/@KX9#56TO^Q-.-ZA4- M"(V)7<,C/89%:/\ PJSP-_T+-C_WR?\ &J<^GZW#XLBU+28+RW.H2PMJ2S&! MK?RD0C .-X<=.#BN['04 <9P.V> M]=ZPKS?Q1X?\03>,9M1TM;L/-;VT=O<0W7EI"R2DN)%W#G(J*X\'_#"TU".PN-&TZ*YD<1HC1L-S'H > MF:IVOAWQ+H_C?^VY+.WU &TNFFD@DVM([,I2,!B,'"@#M@')S70W-AJ6L>-M M)N;JT:#2]/MC<#!O^A9L?^^3_C78 M44 >=ZAX.^&&E7"P7^C:=;R.5"AXVP2QP!GIDFG6?@KX::A=36MGHFG330LR MR*J-\I4X89Z9!XK8\0:9?ZOXGT.$PG^RK24WD\FX8:1?]6N.O4D_A65IUGK^ MB:_?-86EY-H_ESW#VUP\&9+AGW 0LH!P>?OG S20,AG\'_#"UU%+"XT;38[J M201I&T;#!O^A9L?^^3_C1_PJSP-_T+-C_W MR?\ &NPHH X__A5G@;_H6;'_ +Y/^-9>H>#_ (8:5<)!?:-IL$CE0H>-L$L< M 9Z9)KT,]#7*Z_I=[K'B?0XS"1I-F[7DTA88:5>(UQUX)+?A1U QK?PA\,+K M4_[-AT?36O2K,(3&P8A>I&>H%/'@OX9-JSZ6-%TYKV,@/"(V)4D;AGL,CFKM MM8ZG%XDU_P 1W.GR2S)$MKIUNLB;I(E^8D'.!N8]SVJ!].UJV\9KJ&E0WD,> MH31R:FLQA: HL04;<#>'&!T.*$!;_P"%6>!O^A9L?^^3_C1_PJSP-_T+-C_W MR?\ &NO7I2T -L$L< 9Z9)I;?PA\,+K4O[.AT?36O"K,(2C! MB%."1GL#6SKNEWFL>*]$C>#_ (E-B[7DS[AAIEXC7'7@DM^%5K2QU.'Q'X@\ M2W.G/-.L:VFG6ZR(&>%?F)!S@;F/?^Z*2!E2Z\#?#6RO[6PN=&TN*[NR1!"P M.Z3'7 S5_P#X59X&_P"A9L?^^3_C6)J?AGQ%<^---ULQ6T\8OTD.6PUK;K&0 M$(/!Y9B2.I/H!7I5/H'4Y#_A5G@;_H6;'_OD_P"-'_"K/ W_ $+-C_WR?\:[ M"B@#C_\ A5G@;_H6;'_OD_XUEZAX/^&&EW*6][HVFP2NRJH>-L$L< 9Z9)KT M2N4U_2KW6?%NB1O!G2+%FO)7+##S@8C7'7@DMZ<4 9%CX+^&>I7,D%GHFG3R M1E@X6-L#!P>>G!I6\%_#)-573&T?2A>L0!#@YR1G'7KCG%&F6OB#0M9O5T^S MO9]$2&6;[+!O\ H6;'_OD_XT?\*L\#?]"S8_\ ?)_QKKQ2 MT !O^A9L?^^3_C7844 >=7_A#X8:7-@"6. ,],FBU\(?#"\U+^SH-'TU[S:7\DQL&V@X)Y[9K:US2 MKW6/&&BK)#_Q*+ M>.Y88DG Q&N.O&2WX54LK+5(/$'B'Q+=:=)/<;5M=.M5 MD3.<+$5.2<9P.V<GR"6"2,Q$33,N-[?-D*H)&,9)KMES MS0M@>YR/_"K/ W_0LV/_ 'R?\:/^%6>!O^A9L?\ OD_XUV%% ''_ /"K/ W_ M $+-C_WR?\:R[[PA\,--NDMKW1]-@E=E10Z, 6;@#/3)KT,]#7):YI-]K7BW M1P\)71[ />,Y88DN,;8QCK\N2WI2N!GVW@7X;7EY+:6VAZ=+-%G>JHQ P<'G MIUJ,^#/AB-672SI&E_;F.T0X.!O^A9L?^^3_ (UUZ_=I: ./ M_P"%6>!O^A9L?^^3_C1_PJSP-_T+-C_WR?\ &NPI&Z4 >>W/@[X86>H1V-SI M.EQ73LJK&P.Q/:G6O@GX9WM]-96VC:9+=0J&DB4'<%R1GW&0>:SO$7A MC6KWQM]OM;&1H1GS9&,UVXZ4= .0_X59X&_P"A9L?^^3_C1_PJSP-_T+-C_P!\G_&NPHH MX\_"WP,/^99L?^^3_C69<^#OAA::@EA<:3I<=TY55C8'.6Z#V)[5Z"V<5Y?X MA\,ZU>>-SJ%K8R-"+JUD"K(OV>=4SEI06SO7/R[1C@9S2Z@:-IX*^&=]?265 MMHVF27,:[FC"G.W.,CU&>XIDG@_X81:I'IDNC::EY*_EQQ,C NV,X'8\4ZS& MLMX@O_$5]X>O3=10FVL+-'A"B+=GE]_+MUY Q6L=,OM0^(4.HW!O^A9L?\ OD_XT?\ "K/ W_0LV/\ WR?\ M:["B@9Q__"K/ W_0LV/_ 'R?\:/^%6>!O^A9L?\ OD_XUV%)0!Y[<>#OAA:: MBFGW&DZ5'=.RJ(V!SEN@]B<<4^T\$?#2^O9K.VT;3)+F$;I(PIR!G&?ID=:S MM>\,ZS=>.6U"VL7:'[9;2*HD46\RH&RTH+;MZYXP,<#(-:$%IK=CXOU+7H]* MN[R,V"P)'.\*R,PD8A(BA"A,-G+#/'6B.J38,6?P1\-+;5+;3)M&TN.^N03# M P.YP 2<#/H#^51>&OAMX-O/#UG/<>'K*29TRS,IR>3[U!J/A?Q WQ"TK61% M;7$*WTDLDP;:88?***I!^IZ9Y-=CX1_Y%:P_ZY_U-"VN#W,K_A5G@;_H6;'_ M +Y/^-'_ JSP-_T+-C_ -\G_&NPHH X_P#X59X&_P"A9L?^^3_C1_PJSP-_ MT+-C_P!\G_&NPHH X_\ X59X&_Z%FQ_[Y/\ C2'X7>!5Z^&;'_OD_P"-=C4< MR!XV4YPPP<=>:&!YXGA7X5.;D+IND?Z*A>;.1M4$C/7D9!'%6K#P'\.-3MVG MLM"TV:-&*,54_*PZ@\\&N5O? FNW!5+:*4VNFV^RV6=4CDG_ 'P(8+C2)[""?55N;<-Y>WRR\0 PK'!X/%>H4 !O^A9L?^^3 M_C7844 !Z"J4?AOX5RW[6B:-8;@A?S3$PC("ASA^A(5@<>E7 MOB)H6I:S/8-8P7.V.&X5I[-U696="H3YF *'/S=3QQCK65>^"KVXM+?[-I<= MI>06*O.T=P3%+,%"B-(RQ4?<7!O^A9L?^^3_C7844 !OAKHZ(^H:)IMNKYV[E/.!D_D*[X]*X+XAZ'J6LRV)L8+G;'' M.IGLW59D9DVA?F8#8V>>IXXQUI.X$ \(_"TW<%J-+TDS3A3$HS\VX$KSG&2 M<"I[[P)\-=-FMH;S1M+@DNI!% C\&1SP !GFL.+P;K2/86\=N8%EGM+B]&Q3 M#$8DQB-]^[L!C;^-;/BFVU+68= O(_#5R+VUU*.>50\)>.*.0Y&XL/O !@!Z MC.#3 BT[X;^#9=:UF%O#UDT<,D2QJ5.%!C4GOZ\UK?\ "K/ _?PS8?\ ?)_Q MK2T5BVN:XQ1D)D@)5NH_H1Q"((T<:R-&&W?=< M%2200>.>3B@8EGX0^&E^;,6V@6;O=J[1+Y+;@%.&+#^'!&.>_%?+_BFWALO% M^M6MM$(X(+^>.-%Z*HD8 #Z 5]-:3X=\0Z%K=A)9HZP7&TW:AD=(DW,?++/E M\ '.5.6?$'_ &$KG_T:U-:DGU]X-FB7P3X>C,B"3^R[9MI; MG'EKSCTK=CDCFC62-U=&&593D&O+=)LM6FE\.SZ?LBC_ .$1CC:::U:5"?W9 MV##+ACUZGITK/BG\16.D^';*TT_5HIK>WM&9E\Y4YD(D4HJ[2<#YO,/ Q@#G M*6Q31['VY&2*=7E);'3+K7TDUFYNK/792UD6D;SK/S"NU8^C##;@<=![5 M5NE\81FP@NKG44CETTS).C7!\NZ:3)#B)68[1M 1_EQGOT!'KCNJ*78A549) M8X 'K0K(Z*Z$,C#(8'((KS/4H-=N]4UK3IAJ%Y'>V$BHT;30Q0,(1A0/N,&; MD$'=R0>*S -=BM='L[;^UK6P72 $9OM8,=WD!BX16<[<#"L-F"<4"N>L7E]: M:?&DMW/' CNL:L[8#,QPH'N3Q3YIX+:,-/,D2$A0SL%&>PY[UY+KUOKM]JSQ MWR:K/)%J6GO;"".3[,8!M,CXQMSOW$Y^8?2MSQ[INI>)=8@TN#3II[*UM99V M?(1?M# I&0S<$J-QXZ$CVI=$/J>AC':E!P*\UTG4-:U'5+"35X-8M(QI\0@C MMTD5?M(*(?#/AB2ZDU>3[3YKZF99;@2JX4B-3Y8, MB*/]D#) SUI@>O[O:G5YE;R>(K77=#>XN-0U&)X(XGCCCGA126;,K94*WRX! M$@!X!'6O3*.@"T444 %%%% !1110 4444 %%%% !2-TI:0]* *<^H65M,()[ MNWBD(&$DD52?P)J7[1!]H^S^='YQ7=Y>X;MOKCKBN2\6Z<^M>(-#TP6)>V\[ M[5=W/DY54CY5"WJ6(X] :YNVMM;TWXD?V[J>C7+E[.Z>:2W/G!4#+Y:+@[KFZM3 M"DEF&B>U*?-F1D)C9"&. R\GHXNK:W=%FGBB9SA [ MA2Q]!GK5AJ\P\6PZ]%XZ>]T^.ZD?[-;K9(MHLL,A$I\Q78J?+X.<@J>!SQ2 M]'^U0?:/LXFC\_&[R]PW8]<=:7SX4G6%I$$K#*IN^8CN<5Y=:VVMZ7\2#KNI MZ/:6W_?*%WKY:+@:?81Z-1110,***2@"I-J%C;S>3->6\7O&['KCKBN3\5Z:VM>)]"T_["6M4E^V7=R8[$ M''H*YJSMM;TKXD'7-3T:YG'4;*.Y^ MSM>6XGSCRC*N[/TSFK8.:XB^LFUWQ]I.-/>.RL8#?33R0%?,E;Y8TW'J5&21 MVR*[910 ZBBB@ /2J4NH6-O.(9KRWBE/1'D56/X9JZ>E<5XHTU];\4Z#I_V$ MM:1R_;;JX\KY?W?W(]WNQSCVI,#JUN[:2Y:W6XB:91DQ!P6 ]2.OI3GN8(I8 MXY9HTDD.$5F +?0=Z\N\-3:YHNMSS7-M?SVX^V2WZ&Q!VG>#$8G"!I"P_AW- MP.W%2:Y8:[>>.]'UB72I9;=+^-+5D;(AM_+)9G'\+%F.<]E4=:8'J@Z4M-7. M*=0 4AZ4M(>G% %.74;*VG6":[@CE.,(\BACGI@$YJ1+JV:Y:V2>(SJ,M&'! M8#Z=:Y'Q1ISZWXKT.P-B6M(9#>W5P8N#Y?\ JX]WJ6(./05SGAF?6]%UB62X MMM0N+<"\EOXS8@E&\P&,Q.$#2;AGC[MHKA8'GB69^5C9P&;Z# MJ:L#IQ7ED::]%\1;J[2*\/VF_@*K):*T)M/* 8^85RC*P;Y0PY/(.:]3'2GT M#J+1110 54GU&Q@G$$UW;QRG&$>0!CZ<&K=<3XITQM;\7Z%8?82;.WD^WW5Q MY/#%/]7'N]V.<>U '6QW5O-+)#%/%)+']]%<$K]1VI#=VRW8MC61(6V;3GSG/7BU;4HY#$\+8QY(7SA+MP%&?]7NSD'Z4NP=#UVEI*6F 4444 4YM0L8 M)_)EO+>.8D8C:50W/3C-/6[M7N6MTGB:=1EHPX+#\.ME" ]3$L7GB(RIYI7<$W?-CUQZ5,*\]>*W@^+UM?PV5\!-8O'<3 M_9IF3S"4VC=@J/E'8X!SGG->A"@.HM%%% >E4Y=0L8+CR);RWCF)X1Y5#'\ M,YJV?NFN(\2Z7+KOC'1+'[$?L=JQO[FY,7RNR<11[O\ >.XCVI =='=VTD[V MZ7$3S(,M&) 6'U':E^TV_P!I^S?:(O/QN\K>-V/IUKR[PM/K&AWK2W=KJ5Q; MK%>X^(VAW5O9/(D$DAE*VCQ>6& MCQYCRG*N.P3@Y^E/J!Z O2EI%.1FEH *1ONTM(W2@"J]Y;0W"V\EQ"DSGY8V MD 9OH*6*[MIY7BBGBDDCXD17!*_4=OQKRKQ3IFHW'C[[3#8WI[XHCJK@]#T)KNVCN%MVGB6=N5C9P&;Z#J:M=J\NACUVW^(T\\<5TP MN-27>DEJIA-IY/WQ*5RK*?X0XY[)O&5S'IFJ+92/!) %LIF,VU,/M+#YCN/KSVK:ETTZK\3+:XDL3'9Z3;F M5)FAVB6XD^4?-_%M7/T)%/L([:BBB@84AI:3O0!6DO+6.X6WDN85F?E8F]"U5P>C._P#[1L?M/V8WEOY^<>5YHW9^F6=9(KN&/[(V#+9R V^+C?Y3E4S/N&/F4' M!X[UV_A-KJTCU&.]TVXMTU>^G>V6&W?RXU"\17MI M>>';D6MS!-LE@W>5(&QF5>N*Z6O*M+%_9:%J6D/9J=-LA:);WQLGM7F;S%W! ME8DMCCYA@=:]5H&%%%% !1110 4444 5[JZM[15>YGBA4G :1PH)_&JR:QIK MW[6"7T#7:KO,0<9"X!S^1!_&N*^)UA>7L^G?9$N$*PW(-PELUR@W1D!&C"GD M]FXQ@]>E8EUX9N_L5O)86>I131V N+JUE(:)"8U0HIVAF=A& 0&P!G@$BD@9 MWTMS;WGB'0KBVE66&2&X*2(WNAO?VJVSI]LBB"0-"&C4 MJ$81L25R!T)KN:; **** "BBB@ /2JUQ=6UH@>YN(H4)QNE<*"?QJR>E>G375O;&,33Q1%SM0.X7IKQ:TTC55UO3I/[(OH%2>Q+V4D3 M2%@D9!<3[<(%R,KGG!Z=#U'CV1_$?A ?8]-O&EG;"V\FGR":4+*,J'_Y8YVY MW,",$&F!UVD?\C!KW_76'_T4M;E8&A%CK6METV.7@++G.#Y*\9[UOT/<$%%% M% !1110 G>J=QJ%E:I/+/=11K 927'[L'IGTI;MKY98A:16SH6Q*9I&4A?] MG"G)_*O.+'2[%O$WC&U-IJ=O9WL<+QS):S9=T#LY1G4@D-C .0> ,B@#T2WU M6PN1:M#=Q.MT"8"K9\S'7'TQ7Q=XS_Y'GQ!_V$KGO_TU:OHS0;37-!UW3?\ M0I)HKL8!G@9VMXF=BPWIA$&HM9NHX;0^$HV M02S;!YG[O!7D?-C., M:0'M2W5LYC"3Q,9,E,.#NQUQZU/Q7D*PW>B:RU[:3SWD]AX<^T6\+11;68YX MPL8.,G/RD$^II\7BOQ&^CO)!K$$JRS62)/OMY98FD8K(I6,8"XP5W#.0O0^,IM*2^1?LD]M#'%=26\0NXV5?,@I=+C/6 !Z"DQ7EDWBW4 M(='T:2+Q ;I+UU^VW2K;QFU;RRQC#,HC7)QPX+#'7D8[OPK=7M[X>M9]0E@F MN&!!E@=660 D!LJ2N2,9QQG-.P&SVZ4GL13J* $P*6BB@ HHHH **** "BBB M@ HHHH **** "BBB@!.*.,4U\XP*\>\.ZI)!XDMKN\O'6YA;47UK2:G<79\<6\EO<+=3W6H6\EJ\%R"T5KY?S*T6MCI36UPZA1110 4F!2TUJ3 7B@8]*\<\.ZJ]MXDM;N[O72XA_M"36P M7)$<:M^[++VQQCCITJW)KET_Q%N)"UK= W=K%:6TJN9#;O'GS8B& !W$G:> MF,C%-*]A-VN>LT444#"BBB@ P/2DXI:\ST+5]+TGQ[XL%QKHEA2&*8F>Y#[< M;RX4#H%'8#C'-'4.AZ6,>U+7CT]]-<^,YV%S)_:)UBV%D@<@M9&,%BJ]T/SD MGU^E>OCI0M4F'4=1110 4<44C?=- !@48'H*\T\/ZQI>E>-_%_VC7A-!''#- MF:Y$FW U+J'0]EXHKQJ3499?BR&CNG>W.HQ($+$3J#!T5-V# <@EL9 MSGZU[)Z8I]+AUL.HHHH *0@9I:8] "\4N!Z5YCX;UK2]*\9>,3<:\LUO$+>; M?/2O=;2X9<) JD_, M6R#@#CZFD'<]'HI*6F 4444 (0*.*#7F/AG6M+TCQGXS^TZ\)K>(6\N^>Y$A M&%;?M [ G! ''&:74.AZ=Q2UY"]W/ /M$G]I_VY$L48<\V'E9)V_W",\^ MM>N+TI]+AU'4444 %)@4M12[O)DV?>P\<[3G=CV]JVQ=PZ?\2SN2WU!]4N%\DQ3DS6:K" 2T>W&PD? M>SWH0=STCZ44B]*6@ HHHH 3 ]!1Q45QO\EO+'S;3CZXXKR+PQK$-CJMAJ%U M?LICLKI]<9G9A&_F@(9!SM.=V.^/:DM[ >Q<4M<#<6MOJ?Q1M$M4V#3X#>7< MB,1YCO\ +&I]0!EOP%=Z.E-;!U%HHHH *3 I:8_ /.* %X!H'6O+O"NN:5I' MBKQH;G7A-:P/;R"6>Y$IQL^2(Q'FRR#;&I^@RV/I72>$?\ D5M/_P"N M9_F:?0.IMT444 %%%% !2&EI* # Z<4<9KE/B'-=0>$+N2V=T >,3,A((B+C M?R.@VYK#\/ZS;V0UZUL[L/#<700&SWQ2N!UOBO'_".3_] M=(?_ $:E;=>,>'-3GN=(O;:06MR#:V=Q+>0(X<2M-AHI268%QUXQUZ5[/5- M%%%%( HHHH **0\BL36)3+:7UO>>=I]D(^;\7"1CMP#G*^F3BDW9 ;?%,$L) MF,(DC\T#)3<-V/7%>(V>I7FH?![3K:WENYX([6XFOKBWDWNC)O:-&.*=$=&5E,5S@J<@\)6[7!>&]2BU.XT)X+2*VA@%Y;1I#+YD95"J@JV!E3C M.<5WM)Z.PD[A1110,**** "DP.N*6D;.TX'- "?E2\>U>2:WSCO4@M9-,8R202M<1QLLN[=<*Q7: MW& O<;N: /5Q-"P1ED0A_N$,/F^GK7Q%XSQ_PG7B#_L)7/\ Z-:OH3P]?7&C MZYH]M>VXGCG4K8!F,1CC=V)D6/#9))Z;OD3:,DYKY[\9_P#(]>(/^PG<_P#H MUJ=A'V!X, /@7P\2!_R#+;_T4M;GR\\#GK7E%Q?ZWHGA3PA<:7)3'*![88&K-QXBNO#&N:];Q*UU2%XKR\R$C:%;J-;9V5O+9B1 MZ8)/(IOAG6]4UCXA:;!2TC=* &DC%- '7CGN!7FOQ$\47UCJMI:65U]L]:L[6SN[FR@M;BV,[K&V)_,D V XP0%R3[ MD"CJ!Z40,]!SZT!1G)'TKB]$OKZ'QQXEM]1U8SVD$,,\?F 1I K;S@>F !DD M\XS2:M++-X\T:PTW4;M7E!O;M4N"8Q HPHVYQ\S?R-'8.YW5%%% !112=Z ML!41"D]!]17%^-]0O--U'2;FVNKN&(7T$=PZ2 Q*C-@JT8^9BW !Q@>HK(T3 M6];MO&\-KJ\UU")8+N:\CN.((U1QY;QD\ 8.,_UI+4'L>F*!GFGBN(U:26?Q M[HUAINH7BM(K7MXJ7#&,0+\JC;G'S-_Z":[=:?F#W'4444 %-+#&*=7E_P 0 M/$][9:]86UK=W-G;VMU;>U>7:/XNN;SXE W>H30:9/93R):3*T:1A'4*QW 8)&XY/K3Y=?U63Q3=2 M)?RA8-6JS,D;8G\QQEVN[^XBTV736GC2YE5TD828,BD$B-0.,'&BBP=1:*** "F-USFG M$XKR_P ?^)[^S\1:?;6MW1&E C2%75B0!T ZM?'M MJDLEVL-SJ:06R)\UO):F+)/^\#DD_P!*2Z(.YZ9WI:04M, HHHH :6%1X7/0 M?E7F/Q"\4:A8>(+&*TN[FSM[:]MDEV(V+CS'^89Q@@*.GJQI/#/B+4'UO1[F M]U-S!J%K>2WD<[CRX?+=0I&<;.NW\/6A:Z@]#U$ =3]*>M>72:]JS^+6D6^F M 37X].6T#?NVMS'N+;>YYW;J]06DMK@.HHHI@!Z4S./K3^U>5^/?%-]9>(K" M&VN[JSM;6]MHY0D;8N!(V6YQ@J% X'.6HZA8]/"@9S0 N2Q'/TKR[0O%US=_ M$61K[49H-/N+"2=;2=3&D&) JYW UO+FRM;>^MH952-@+GS&R_..5"@#CN3Z5J:->/)XWUJ9=3N5T32XEMY M#WU&Y\K33%< M!H5Q""RL@;(YR>17>#I0M@ZA1113 2FL1GW-*QP*\M\=>*KZT\36,5O>W%C: MVM[;PR!8VQ<;R2Y)Q@JH &!U)/I2;&D>G;%[@4H7YQ]:\K\&>)-0?Q$IUC4) M$LIK*6:.6>7,5SB8@2*"!Y0 P,''6ISKNK_\)?$ZWLXSX@_L[[(3F,V_EEB= MOK_%N_I35[I$L]2HHHH&%%%)0 F\,3WM M;,VURNQ)B#D/'N!.<#L:=I.H2/XMO[F#4YY=!MH3'NX\(_\BM8?])875X7N[,RQV(0J8$$P7Y01]_P L$Y]6 MXKL_!NLM=)JUM=7L^R*_E@LS>';,5502OSO3'-"0,V?%0 \/S_]=(?_ M $:E;]>5QZA>/>>*=-N[FZ,<#V4MO;W+B1T5G7+[QD88]%SQCM7JE !1110 M4444 %-9=PQ3J1FVJ6P3@9P!0!'M"CM2X%<5XHU*\F2RU""+4XM.M!/+?PQR M"VF:,)D$!F7(!]#7-ZK?:A9:A'K6GWK/#>VS7$697::. QH"7C(VC:02&SRS M >II;A8[^] 'BG1<8_U5S_)*WJX?1+^VOKW0A:Q7$2VPN[5TN6#2!TV*O[^2YG\JYFC=_W<-KCDRC MIENV?F)]A5KQCJ%XDWAR\TO5]EE+JL%M-' %*S!GP-P+'D\WU32[;4OM,ENH,=FT3[D;?(P\ MQBV&9?X%X/"[CC< /G/QG_R/7B#_ +"5S_Z-:J ^O/"=C:7O@/PP;JVAG\JP MM98_-0-L<1+AAGH1ZUL3:-IER;DSZ=:2FZ"K/YD*MYH7[H;(^;';-9_@G_D0 M_#O_ &#+;_T4M;M(#/M]"TFU$(M],LXA [/$(X$7RV888K@<$C@X[46>A:1I M\WG66EV5M*=WSPVZ(W.,\@=\"M"B@!,4M%% !1110 4444 %%%% !1110 44 M44 %%%% !1110 4444 %'6BB@"OQ"*ZMXIXPX<+*@8!@<@X/<'G-4!X M4\.B664:%I@DFW>:XM(\ON^]N..AZ3#>+>1:;9I=(H19U@ M0.% P &QG&.,5H=J** "BBB@ QFH+FRM;Q%2ZMXIT5Q(JRH& 8#'&3G)SFKL6FV,%P;B&T@BG,:Q&5 M(PK%%Z+D#.T=A5JB@ HHHH **** *<^E:==7D-Y<6-M+=0_ZJ:2%6>/_ '6( MR/PJ)- T>/[5LTNR7[8"+G%N@\X'.=_'S=3U]:T:* *L.G65OYL;6\5%NK>*=4=9$65 P5E.0PSW!Z M&K%% %*YTC3;V1I+NPM9Y&B,!:6%6)C/)3)'W2>HZ&FC1-*%]'?#3;3[7&H1 M+CR%\Q5'0!L9 ]JOT4 )@"EHHH *3&:6B@"OHB75M%.J.)%$J!@KCD, M >A![U6_L#1\W1_LJQS=KMN3]G3]\/1^/F'UK1HH HC1M,%\E\-.M!>(NQ9Q M"OF!?3=C./:KU%% !1110 8JOJBW5M#.L<@D02H'"N.C#/0CL:L44 8 M_P#PBGAT2SRC0M,$DX(F<6D>9 >H8XY!]ZM1Z-I<-^;^+3K1+PKM-PL*B0C& M,;L9Q@"KU% !1110 4444 5[JPM+T1K=VT,ZQR+*@E0,%=>0PST(['J*J?\ M".Z+FZ/]D6&;L8N?]&3]\/1^/F_&M.B@"E_8^F?V@M__ &?:_;578MQY*^8% M]-V,XJX!BEHH **** "J]S86EX(UNK>*=8Y%EC$J!@CCHPST(['K5BB@"C=: M-IE](TEYI]K<.\7DLTL*N6CSG8<=*!HVF#4!J T^U%Z%VBY\E?, Z8W M8SC'O5ZB@ Q1110 4$9HHH KW-C:W@C6ZMXIUCD$J"5 P5QT89Z$>M1-H^F M-:3VC:?:FVN&+3PF%=DI/4LN,,3@F[&W#8R.I_,U33PCX;C614\/Z M4JR@K(!9QX<$Y(/'/-;-% %(:1IHU'^T186HOMNW[3Y*^9CTW8SBJ/A'_D5K M#_KF?YFMNL3PC_R*NG_]]6J* .?;)=&T][H8/GM:H7XZ?-C/%,E\*^'IX8H9M"T MR2*$L8HWLXRJ9.3M!'&223[FM>B@#"T:-(M>UV.-0B)) JJHP !"N *W:Q-* M_P"1BU__ *ZP_P#HI:VZ "BBB@ HHHH 3&:H)H6D1S7$R:79K+<@B=U@4-*# MU#G'S#ZUH44 4FTG3GN+>X>PMFGMAM@D:%2T0]%.,C\*^*_&8_XKGQ!_V$KG M_P!&M7W#7P]XS_Y'GQ!_V$KG_P!&M0!]A^"C_P 4'X=_[!EM_P"BEK>KR9?& MUWX<\-^'[2 601?#<-X!<*Q:5E5%\M<$ $YZ\UT\WQ!TNVODLY89RZK#]I=# M&4MVE V*&ST&0<8]P:S;+XCVL&D6K M7<&H7URUB;Z62"VC0"(2%&8J9,#! X!)],]* /0:,CUKE#XYL&UJ'3+>QO[C MS9D@^TQK&(D=D\S!W.&X0@DA3UQR>*@O?%L]KXS.C3&UM(=D;0FZ5@;PL3E8 MWX4,/0Y)YZ=: .QR/4<45PNC?$"2[TBWGO-$O!>7-W+;6UO;^43/L9P=N9,# M 7DL5YZ9J[;^.]/U$VT=A8ZA=3RQM)+$D:![4*VUO,W,.0V1A=Q.#C- '6Y% M+7FN@?$^VFTJ^DU%)[FXT]9)+J2VB79$OFLD:$DCYF"YQZ#)(KO-+OUU.PBN MUADAW_P2%2PY]4+*?P)% B]1110,**** "BBB@ HHHH **** "BBD/ H .*. M/6N*UGQI-8^+;#2+*WAEM6G6"]N')_=NRE@JXXW!5R<] R^M8D_Q.NUN]0\N MRMQ9#R/L,[%OG627RQ(_/W."PZ$C'3-"U':QZAQZTM<]X3UV77]+GFG2$36] MU);.T)S&Y0_>7D\$'U-=#VH$%%%% !1D4UC7(P^)[J3QM?Z+-;=;H@YVGE '89HKA4\7ZA:7^N17PL[F#38XT5[:)D,MP_W8@"S M9ZKW'45K>"]>O/$/A\7NH00P70N)872$G:"CE>,_2@#I**** "BBB@!,@=Z/ MQKDO$?B:^T#6+%7BM9K.YD9/)CW&<(J%FDSTP,8QC\><#G/^%BZM_9QG>QM! M)/907]MM#LL</DT*33X8[*2U>:*=I,O*5VYX'W1EB. M>>,T=0.IS2BO.;CQ_J-M'KA,-E<+I\ENHN( YC42'#[ESN;9QTQG/05U'@W7 M)O$7AV+4IHXD:2215,60LBJY4. >5R!G!YH0&_1110 444UAE: %R*,CUKE' M\2:C'X]_L*6PCCLFM'GBG,FYY2NT=!]T98CGGCM67IWC+4[[PC=ZI$FG7>HP MP+*UA$3$;?.<^9N8DC SP >#Z\"U5PZV/0**R_#NIOJ_AO3=2F14DNK:.9D7 MH"R@D"M2@$[A1110 44C5RVK:]J6F>)M,L%AM+B"_E>-88RWG*JH6\PGIC(P M1COUH ZK(]:0$'H:\]B\<:PWA[5KV?3[:UO++4ULO+W-(J*=F68@C. QSC X MKLM&O5U'2X;D7MK>;R?WUJ"(VP2. 2?IUH T:*** "BBB@ S25R,WBF^M?&] MSI-U811:?'8/=I/YF9)-I7)P.%')'//':L2'XCR3:;',6M4N[EH/+MY+:6,6 MZ2L0'=F($B\=5P,]^:5P/2>O0TM<[X-\02>)-$-[-'''-'<2VTGE-NC9HW*[ ME/H<9KH:;T!:BT444 %)U[T'I7*#Q+?)X\GT6[LX;>P2Q:ZCN#)N=]K*"<#A M1R>.O%+R ZL4M>90_$+6KH>(VMM(MY%T^WBNK4-(4+1/O.Y\_P"R@.!SS7=Z M!?R:KX?T[4945)+JUCF94Z LH) SVYI@:5% HH **** $I:J:E=_8--N;LH7 M$$32%%ZM@9P*XK0/&FHZY/=6?_$L26.SAO4N S&...3.5=9W^1ZTM<_X/UVX\1>&X-2N8%ADD=U^3.R0*Q =<\[2!D9KH.U, HHHH *3( M]:1CBN-N?%NH6?B[4M,N-,C6SMM,>^A=9-TDVU@.@X Y/'6@#L\CU%%>9I\1 M-7DT[57AL+&\N+6PBOXS#,514<,2'R2=RE>W7(Z5W6AZ@^J:#INH2JJ275M' M,RKT4LH.!^=(#3HHHI@%%%(30 ?C2Y'K7%77B_4++Q;JFF7&F1K9VNF/?0NL MFZ2;:P'0<*#D\=>*IZ3XUU#4_M\4LVEPFVLXK[[0$:2-8G!W*R[P=R[3SGD= MA0!Z#6)X1_Y%73_^N9_F:;X0U:^USPQ9:IJ$$<$UTGF".,$ (?N\$G!(P>M. M\(_\BKI__7,_S- &W1110 4444 %&:*BFR$8KC< <9.!0!+29KS>'Q_J#7][ MIZQ6,TJZA!96UU$&$3&1-S94G)V].",Y'2I9O&^K1^%)M9\BP26SNGM)8&+D MW$JR[-L>#QGMG=_6A ]#J?%G_(N3_P#72'_T:E;=8'B>0R>&)&92K,\!*GJ/ MWJ<5OT @HHHH **** "D-+6-XJU.XT;PU>ZC:Q++/ @9$<$@\@<@<]Z -C(] M:.U<1J?BVXL?"=QJ]OJ>CW;P>9RBOM=E&1$ &)#$]\\>E9MUXUUO3K]9[NT* MVLL?[J%H\1Y,:,I\[H?F+@CL%)QQ0!U^H$'Q7HO_ %RN?Y)6W7(V5Z+_ %+P M[<"^AOF,-RLD\&-A<; P&/0@BNNH **** "BBB@ HHKB_'OC&X\+V&_3K:&Y MNU3SY5E)VQQ A=QQW)( _'TH [.BN%U'QE?V/B:#388+.\66TGG,43,LD/EJ MI7,+CQ2UZ)%MVCMUA(EA1X\,Z[F0JQ)RN1R.#18#9TK_ M )&+7_\ KK#_ .BEK;K$TG_D8=?_ .NL/_HI:VZ "BBB@ HHHH *,BN*\7^, MKG0]7T^QL+:&@JI#XLU6_M-5%O-9?;K=Y5BL( MH6:X"I)M$F"QW#&3@+U(^E'2X['?YKX?\9_\CSX@_P"PE<_^C6KZD\.^,+C4 M=1L["]N8;:5 Z3^:NQ[B3<=J*IQ@A<%O0G;U! ^6_&9_XKKQ!_V$KG_T:U!) M]0:+X/@UOPMX>OSJ-]:2-H,%G(+E>,)M&\.>'M-M]-2Z9/#D6H2.]S MY>(T1%('RG+<]\#WK?M_B!X>N(97:[>(P0+/I>JD5IJ NUO70Q-N65B4\IMOF=^=Y/TKI/^$ THQ7>.9)[HLFH MS:B 77'F2@AA]W[HSP.ON:K0_#K28+:EVDJN/+7=\AVA2.I)) ],FCR&9%CX.UK3_'#ZE;+'Y+7B'S7\ID-LL2I MW7S!)\N."%]L5UNJ^%+?6;R&6]OKU[6*9)Q9;D\HNOW23MWCUP& ]J@'CSPY M]EENFOVCAAB69GFMY8]T;':KKN4;E)/WER*U-)UW3];63RY5>)XV1 ML \JX!Z$$''- >9BKX"LX4C6WU/48#!=/=VS(8LVS.6+JN8SE3N/#;O;%+:> M ]/T^2UEL+V_MIH8FBEE21"URK-N;S"RGDMDY7:1DX(KJ\9HVT <;8_#72M, MFDFL;R_MY98WCF='0^:&T#0;7PYI:V%H\KQB1Y&>4C< MS.Q9C\H ')Z "M6B@ HHHH **** "BBB@ HHHH **** "D/2@G S7.V?B=[ MCQ;-H$MB$=+8W*RQSB0;0X7#@#Y"/3I1UL!'JO@+P_K%]%=W-DBS)O6DGIH#W.@T+0[3P_IJV-GO,>]I'=R-SNQRS M' R?8 >U:@Z5A^%]>?Q'HXU!K06RM*Z*!+Y@<*=NX' X...*W*8D%%%(3@4 M# C-8=]X7@U'6;34+F\O)$M)?.AM"Z^2LF,;_N[OPW;?:H8?$T__ E<>A7> MFF!Y[=[B"19A)E48 [P!\I.01@FHO^$SMI/%4VA0?9/,@=8Y6GNA&S.R[ML: M;27P",].O?!HZW GMO!ND0V5Q:3P?;8Y[MKV0W6')E)SGH.G0>@J?PYX9L/" M]A)9:>'\IYWG;S""=S')Z <#H/85G6GBC5+K5=2TP:1:"XL8HY)&%^QCRQ^Z M6\K((4$]#VK0\+Z\_B/15U%K3[,'D=$7S-X=58C<#@<'''%" VZ*** "BFLV MVN>A\3S?\)9'H-WII@>>W>Y@D682956"G> /E/(QR1[T -E\'QR^)+C6FU;4 M#).HC>!A"T0C'6-U2:+XR;Q%8 MSW>F06$BJH>.)[_$FPD_-(H0^7P,@<_A2Z S8T#0+3P[IHLK1I77>TCR2MEY M'8Y9F(P,D^@ ]JU:Q/"VO2>(]$CU)[/[*LDCJBB3>&56*[@<#@D'''2MNF 4 M44F: "N?N/"JW/BB#7FU?4$FAC,20)Y(B"'&Y?\ 5[N2!SNSZ$5'9>*7N?%M MQH$UB(Y([;[2LR3B0;=^W#C V,>H&3Q2WOBB2P\36.DR6&Y+PLL#$] MR:VM T&U\.V#6EJ\L@>5YI))2-SNQRS' &?0 #VKGK7Q[)/X:AUF33K=5NY M(HK6".\WLSNQ4!_D&SU[]ZWO#>O+XATU[K[.UO)%/);S1%MVQT8J0#W''!IH M&;%%%% !2$9H)P":YRP\5/=^+;C0); 1R16HNA+'.)!MWE=KX'RMQG&3Q0 Z MX\)K<^)XM>;5]16:*,Q) GDB(1G!9?\ 5[L$@<[L^A%5CX(A+:E,=6U)KO4( ME@ENF,1D6(=$7]WM Y.25+'UJQ?>*)+'Q/9:0^GF1+PNL;:K18@:,(/X%W1 M%E4]2 PZT:?XIDO/%EUH$VG^5)#;"Z66.<2#:7*[7P/E;C.,GZUGWGQ#MK'5 MI8);)_L$-W]BENP^2LVPOC9C[O;.>O;'-("WIO@PZ7_:#0>(-6+WTOGR.WV? M*R<#<,1 =!C!R/:M3P_H%GX;TI-/LC*T:LSL\K;G=V.68]!DDGH /05SUA\1 M;>Y@NWNK![9HK2.]@02A_.CD)"#H,-D8QSUZFMGPGXC_ .$H\/Q:I]D:T+R2 M1F%GWE2CE3S@>F:8&[1110 44C-CH,^UDD\=PQZ^+$V+FS^WC M3C=B3I.4W8V8^[VSGKVQS3=(\=2:[JFK6.GZ4SM9"-HI)9PB3*Y8!NA*CY2> MY.1Q20,W]!T.S\.Z5%IUBK"&,LQ9SEG9CEF)]223P /0 5IUB>%_$2>)M%74 M4MGMSYLD3QLP;#(Q4X(ZC(X-;=-@@HHI"<4 +VKFKOP=#>^(SK,^I7KL8#;- M:E83"T)(+(08]Q!(Z[L^].T[Q2]YXHNM#FL5BDAMUN1+'.)!M+%0K\#:W&<< M_6H[_P 6R:?XEM=)ET[2R ?*IZ YZ]J *I^'.CQSZI-92 MW-@VHVZ6THMA'A(U!!"!D(&0>F:YM/'DH\,1:W/IULD5PT2PJE[N"[SC,K;!Y8'KS6[X8UY?$NA0Z MFMN8!(SKMW;@=K%+;Z?4]3TPZ3!'>V$4<[A[W]T8WSR7"':PP>,?CBE?J'D;^F MZ>^G6:6S7L]T$X5YDC4@=E C15P/I5ZL3PMKS>)= M]6-H;5+C<8T+[]R@D! M@<#@XR.!UK;IB0444A.!G% P89[XKG9?":R>)VUX:SJ*7!@-OY0$'EB(D';@ MQYZ@'.<^^.*-,\3R7WB6[T6:Q6&2"!;@21SB52K,5"M@#:_'3GZU0/CR,:ZE M@-.D>WDNWL8YTD&3.J;]I4@84@$ YZCICF@-B0> +(6>IPC4;X3ZF@CNKI5@ M61HP"-@ CV*,$]%SSUK6K0!56Z#1MYN=NY\#81@D\'@9&:ZC2-1&J:=%=AK5A)G MFUG\Z/@XX? S^5 %^BBB@ I#2,V*Y?2/&D6L^*KW1X+)Q#;QF2.[+C;/M;8V MT>@8,,YYQ1OH'F3R^$EE\4-KXUG44N6@-MY2K 8Q$3G;@QDXSSDG/OBJ1^'F MF/I^IVLUW>RR:EL6YN,QH[(N,( B! O7.%R@ ].Y]JR/"GB@^)=*GO)K%K!X)W@DADD#% M2O7)P*7<"F_P^T^6XN;V>_OY=2GEBE%\S1B6,QC"!0$"8'/53G/.:C7X=VD4 MUC+;ZOJ<,EFTDB,/(?=*Y)>5@\3#>O %-; :7B> M,Q^&959VIR< #\JWZQ/%9_XIR?_KI#_P"C4K;H!;!1110 4444 M %07=N;JV>)9Y8&8<2Q$!D/J,@C\P14]% '*+X%M4TR\LH]4U)#?2R2WLX:, MO<&3[P8%"H&.!M5<#I5B7P7I\;;=.[)Q]X\9)S]T>^;'B M?79?#VD3:@EHEPD$;2R!YQ%\JC)"\$ECV&/Q'?FW^(S6^K-%/9!+8QY2+D3Y M,:,I(/&&+[1[CK2W#8T;/1(=!US1[6"::8N;R:2:<@O([%6).T #KT XKKJ MYA+F>ZUGP]-\2>"]&\4V ML\6H6X$LJ"/[3$%$JJ&S@$@_RJMK7C6'2/$FG:,EH]S)\7V^BZE;Z>WV03S1F4M=W0MXU4$#[VTY))X&.U("&^\!:;J=Q M"][=7DT%O%)';VQ=1'#O4*Q4A0V<#NQ ].E6]!\)VF@W,UU'=75U<311PM+< M; 1&@PJ@(JCCUQGWK%N_B1:V,[RSV$G]F+?$6O_\ 76'_ -%+6W0,**** "BBB@#F]?\ ^A^(IUGO+4+<>=% M,TT84/)Y?W58D'*]OI2CP?;?VS+JTNH7\MV;=K:!G=,6R,\8RZ]/:VZ0P*X1FNW#?*IR0@3U+ ;\=E(/<5\F^,_\ D>O$'_82N?\ T:U M7/IWP_X/L]8T[POK%\4GAC\/PVAM'CR&W*C;LY]B,8[UHW?@.&Z_X2(?;/+7 M5S T82$#[.T2@+W^89&<<=Q3/"OB/3[+0/#NE7,AAD_L&"]:60A8EC544DL3 MQR16_%XDT*:18HM:TYY'D\I56Z0DOC.T#/WNG% _4YNX\"75U=?VK-J\7]M+ M=Q7,F#73X5K0$.EQC>-N M\8(QP^:QAU.SDO 6!MTG4R J<-\H.>#UJ./Q#HDR7!BUG3W% MMCSRMTA\K)(^;GY>0>OI0A&#HG@JXT">T:SU<&,6<-I=*]KDRB(84H=W[LGH M'KK69 M-,AU6UDE2#SS(LZ%"O.0"&Z@*2?0U=3I6B?V;J^K7W MVGS/[0E239LQY>U0N,Y.>GM6S@>@HP/2GPMJ!MG@M(XK<0C+-G?,=Q$A7MPO?@U MV])@>E '(W'AK5[KQ/INLR:O9[;.!H?(:P9C('"[R6$H&25X^7 ST-4K'P ] ME%JDD-];6][>6GV2*2SLVBBMT.>0C2,2V3UW8X'%=W@>@K.UO6+70M/-[=!R MF]8T2, O([$*JJ..23ZT@'Z1IL&CZ1::=;#]S;1+$O&,X'6KXZ5E:+K5KKEB MUS;+*FR5H9(Y5P\;J<,IP2,_0D5JCI3$%-;I3J*!G"_\(UXDTZXU74K75;"\ MU"\!$;O8E)4'\"AS*5"+G.-G./4T[_A W;7FU"34PT$UU#?7$'V<;FN(T"Y5 MP?E4X!*[3SW'2NXICX4[B<8I TG3H-)TJTT^W7$-M$L:?0#%<_;_ !!T2\TV]OX#=-%:W"6P!A*M-(V- M@0'KNR,$XZYZ]:E-B04AI:*!G#7GA758-6OM8\TLFW;O=R2Q R<#L!D\ W.UB/R- M"$6:***!B'H:X:[\)ZM!JM_K>GWUN=2DMOLUJD5L(57+9WS99A(PSQPO?CFN MZHP/2@#DKSPI6MUJ>DW\EW()I;BXTJ0N\@((9L7'( R !MQQZ8/=2D(A8G ')-:,INPH;*@\X((QG%("WX6\.P>&-$CTZ&0RMO>660KM MWR.Q9B!V&3P,G Y/6MJLCPYX@M/$VC1ZG9)/'"[.FV=-K JQ4Y&3W!K7I@+ M37&5QZTZB@#A+OPIJUMJ=_K>GW]O_:R]^.:D M?P%OUMKM]01[)[P7[6C6W+7 39N+[L;.^W;U[XKML#TIDA5 68X &32 X?3_ M (::?!/<7%_(DDTAC\M;!'M(XA'DKM7S&.27 M?[^27S'!'WV+8 )..OKSUJK9^/-&O]'O-3A^T_9[:Y%KAHMK22'&T*#Z[AC. M/RKH+&Y>[M4F>WEMV8G]W*R%AS_L,P_(TQ;%NBBB@8Q^3U[5P]WX4U>VU&_U MG3[^V_M.:W%K;B&U$**"^3)+EF$C $\@+WXYX[NDP,YP* .'G^'T5WK$DUQJ M#-ITMV;Y[58MLAG,>S/F!N%YS@+G/?'%57^&TMM/J;Z/KTUDM[;P6P61'F\N M-,Y&?,!.0<#H5YQUKT$@>@KCF^(^A*VL9-V5TH+YS+#N$FXD#9C)/*GTI7L- M&]H&FSZ3I<-C*]FRPC;&+2V:"-5[#:7FBY-P5D>0MLV*"S$[47)VJ,X R<>M5+7Q?%=:A?V":/J M@O;)8S)!LB;E\[1N5RH.!GYB,"M+P_K=IXATI;^S\P1EVC9)5VNCJ2K*1Z@B MGT U:*** $/*UPMUX4UFVOK_ %;3K^V&ISP+;6_DVHA1%+Y,DH+,)' )Y 7Z MLO@:Y9^(]$MM5L3)]GN 2HD7:P()!!'J""*U*.H!36&5Q MG&>].HH X2Y\*ZS:7M]JNFZA;#5+B);: P6HACC7?DR2*682. 3S@?2I[GP/ M]J\31ZRUS:1/ S30""S*L9BFT/*QD(?'/ "]LGBNSP/2HY6$:,Y#$*"<*I)/ MT ZTM@.#M_A_J"6'DS:U9272W:7HNQISB22=3G=+F8[ACC VX[8Z5TWAO0QH M&F_93<>?+)-)<32!-@9W8LVU],&C7HHHH M CEB6:)XWSM=2IP<'!]ZX*Y\"76CWCW_ (7OY8;C[(EE!'.[2K /,R9/G8[@ M!GY<5Z#28'7% ''?\(IJC^);G5YM4T^Z$J>3'')J%O'J?GPS0O#9%8(A%]U?*,A)!RV?G!YXQBO0)7$<3.0Q"C.%&3^ M0KG;?Q=#<7=[9+IFI#4+4(S6C1)O=7&58'=LQP>K#I@\\47 N^&M$70-*^Q^ M?Y\CRR3RR[-@:1VW-M7)VC)X&3CU--\(_P#(JZ?_ -#<2#QGI MCO3KKP7K-QI/A^Q.N6*C19HI8W_LU_WAC&U<_O\ ICK[^G2NQO[MK.'S([6> MYH26*DBX<0@?9L-L(<$C.#U"[CWZ4(" M]XHWCPU*'96;S(,E5P,^:G;)K?K!\4.LGAB5T.59X64CN/-2MZ@%L%%%% !1 M110 4444 8/BG0Y]?TQ[**YM(5D5D^"TOK2. MSGU&9[:WL_L]JKKDI(0097.?G;&!T&!GUXT]=\1VNB200R07-S<3*[I#;*"^ MQ!EFY(& /?)Z &L2'XCZ7-=';&WV HQ2Z#9+$1J^-F,\AP!ZGC%(+AH^A'P_ MJFCV;3I.SM>SLT<7E("Y5B%3)VJ,],FNVKFC<2W6N>'YY[^H(**** "BBB@#C=:\!VE_J<.I6UQ=03I>K>S()7(F95V@ %@% M.,#-4)O!.KZW90S:KJ\45_<6DEG?@6P<-"[[MJ$%0KJOR[L,.^*]!I" %^E( M#S]_AE;RYLY=19M'662XCM1#^\65DV9,F[D#)(&T')ZGI6UX;\+S:-=S7M[J M"WMT]O%:JT<'DJL48^48W-EB223D>P%/O_%UGI>H):WMI>Q+*)/)G,0\N1D7 MM<7; M_#Z#3O$<6KZ9J%Q;^39RV\<,C/* [MNWY+],_P /<\YK8OO%6G67B>R\/OY[ M7UVI9-D9** "?F;H,[3P,FLS4OB#I5AK%YI2Q7$UY:P&4D +&?F52N_/4%US MQQ2#4B'@"%-7TR]BOL&U(>:-XKBUJ:SA@M7\Z6-Y+@;LBW"L4Y..=S*<=,@$U\B>,R?^$Y\ M05Z-X4U/5]5O'E6 M"SL;;7;^X$HW"XD+!D4 ;0-OS9W9YQC'>I)_ASK-[I:6D[:;";33#IUL8I'8 M3 N"7DR@VC"C"C=R3S7I=I>6UY;K, _('SMYZ<[3T]* .9U3PI>7.L7,\,-C-9W>E?8)H9Y'3; MC)&-JG(.<'D8ZC/2M7PGI6HZ/I+6VHS)(_FL8U20RB*/@*F]E4OC'4@5HVFK MZ9J$\\%EJ%IT_*K9VG/3G:?RH N44@.:6@ HHHH **** "BBB@ HHHH ***0T M+17&WGPL\'ZA?7%[=Z7*]Q<2M+*POKA0S,22@XJ#_A4'@C_H$S?^#" MY_\ CE ''YO#VC26]U.)KF>XDN9F#%@&6P,#) MSZ"N@[5Y]8_#'X=ZG:K=6%F+NW"/\ H$S?^#"Y M_P#CE '+_>42Y7\:&^''PU34UTUX8UOW M7>MJ=7G\UE]0GFYQP>U("*3P7X@O/[7DN(],BEN=0AU*V\N[D<"2/;\CYB'R MD*>1G&1P:ZKPIHMSHUE=?;6B-U>7>.: M.N\&Z'<^'?#T-A=S))(KNX6,DI$K-D(I(!('J0":Z&O/;'X8?#O4[5+JPL_M M5N^=DT&J3NC8.#AA)@\Y%6?^%0>"/^@3-_X,+G_XY0!W-%<-_P *@\$?] F; M_P &%S_\$=(OM$\ M/Q6>HW?VFY#NY(9F"!F)"!FY8#.,G].ETM(8Y[FW.)H8M6G9XO]X"7(_&@#T-RVWY "?0G%<#8^#M8 MN3JT6JR6]G!>Z@NH*UA3'7:#)D_A53_A!_A5]EN+K?:_9[9PD\O]M3;(F)P%9O-PISQ@T@.G M\$>'KWPSX?-A>W2W$IN)I04'R@.Y8#H.>:E:)=V%G M]JMGSLF@U2X=&P<'#"3!Y!'X58_X5!X(_P"@3-_X,+G_ ..4P.YHKAO^%0>" M/^@3-_X,+G_XY0?A#X''_,)F_P#!A<__ !R@#N:9(&VG: 3C@$XKSRU^''PU MOKJXM;2&.XN+8XGBBU>=GB_W@)9]E_M:?S=OK MM\W./?% $#>"O$%U9:K#=1:4INM334HE%S)(K,-O[M\Q#"D*?FYZ]*ZGP?H, M_A[1FM)WBWRW,MQY4.3'!O;=Y:9 ^4=N!]!7)_\ "$?"G[-<7/F6GV>V<)/+ M_;4NV)B< ,?-PISV-7K+X8?#O4K5+JPL_M5M)G9-!JEPZ-@X."),'D&@#T&B MN&_X5!X'_P"@3-_X,+G_ ..4?\*@\$?] F;_ ,&%S_\ '* .YHKAC\(? X_Y MA,W_ (,+G_XY5*T^'/PUO[JXM;.".XN+(RHR"2/&YF M[@#KSGMAS?#GX:+J)TYHHEO@F_[,=7G$FWUV^;G'O5>#P3\*+JVN+FVELYH+ M8 SRQZW*RQ9SC<1+@9P>OI0%SM?"UC?Z9X;L-/U&.W2>T@2#-O,TBL%4 -EE M4C..F./6MD5P-K\+/A]?6T=S9V)N+>0;DEAU.X=6'J"),&IO^%0>!_\ H$S? M^#"Y_P#CE CN:*X;_A4'@C_H$S?^#"Y_^.4?\*A\#_\ 0)F_\&%S_P#'*!G< MTUC\IQC/O7G=K\.?AK?7-Q;6<$=Q/;';/%#JT[M$>F& ER#]:B?P%\+8]1;3 MG-LM\H):V;69A*,+N.5\W/W>?IS0!HP^&_$6G^'-22PN;(ZYJ5X\]Q/7)66,=,L1+P/K6E:?"SX?WUK'EJK7T:AWMEU64U!HR-/6[E\MBHP7:79N4MQQM(& M.IS58_#KX:+J#:>T42WJH9#;'5YQ(%'5MOFYQ[XJM#X*^$UQ;3W,$]G+;V^/ M.E36Y2L6>FXB7 S@XSZ4@\CK_!NA7/ASPM9Z7=W"32P@_<'RH"I"CC)Z MXS@5T%<#:_"SX?7UM']B4-);KJLYD0'H2OF M9 Y'6GCX8?#PWQL199O!'YIMQJEQY@3.-VWS,XSQFD W3O!6K7"R2:U)##?2 MW"74U]9W?G-,Z_<0QR0@+&O89/([GFMSP-X>O/#'AF#3+ZY2>:.21RT?W0&8 MD#H/7TZUS;^ ?A=&;O?]G7['@76[69AY&>F_][\OXU"/^@3-_X,+G_P".4?\ "H/!'_0)F_\ M!A<__'* .YI*X<_"'P./^81/_P"#"Y_^.543X:?#F34)-/CM5:]B4/);KJLY MD13T)7S,@4 =[<^?]FE^S",S[3Y8D)"[NV2.<5P%OX=\86^E:AY::6FLZBZM M=:A]OD+,O0J@\C$8"\+]['4Y/-1)X ^%[ZJ=+40'4 2#:#6)O-R!G[GFYZ<] M.E$O@+X6PVDMW+]FCMH9?(EF?69@B2?W"WFX#<]#S0NX'9>&M.;2-$@L6LK> MS$(*K'!<-,N/4NR*23U.13?"7_(JZ?\ ]^'[.YN-+E:61,L1?W SR>P?% 'IM%<-_PJ#P M1_T"9O\ P87/_P C2P:%+;Q7F&\W!SVQ0@.I\3!_\ A&)-ZJC;X,JK9 /FIP#@9'X"M_(KS+Q# M\+/!EIH(!OM]P>#(H/!DQT-:O_ J#P1WTF;_P87/_ ,"/^ M@3-_X,+G_P".4?\ "H/!'_0)F_\ !A<__'* .YI*X?\ X5!X(_Z!,W_@PN?_ M (Y1_P *@\$?] F;_P &%S_\)] U&_U6QU72C:M3GL*BU+X= M_#/1DC?5(X;%9"0C76L31!B.H&Z49JO%X'^%T^H&QBMW>8(7RM_=;" H8X?? MM)VL#@'.#GI2!FOHFE7VD:CHUKJ$J23,U[($21I%B5BI"!VP6 '<@?3BNXKR MG_A7'@>[U31GL]-G:SO(9I,F\N1N "[3\SY'4GWK=_X5!X(_Z!,W_@PN?_CE M-B1W-%<-_P *@\$?] F;_P &%S_\"/^@3-_X,+G_XY1_PJ#P1_P! F;_P87/_ ,&=NA.\<<#'.;?A+P[ MJ&C7VHSW)@M[6?RUM]/MIWFC@55P2&=5.2<\ #CK6(_PZ^&<6HKI\D427S+ MN6V?5YQ(1C.0OFYQCFG:?\-_AMJT;R:; EY'&^QWMM6GD"MZ$K*<&@#J=)X\ M1:_D_P#+6'_T4M;E>8Z?\*_!TVM:Q ^ERF."2)8Q]NN!@&,$\[^>3WK5_P"% M0>"/^@3-_P"#"Y_^.4 =S17#?\*@\$?] F;_ ,&%S_\ '*/^%0>"/^@3-_X, M+G_XY0!W-%<-_P *@\$?] F;_P &%S_\CZWJ'BC1=0L(+!K;3G=V\^[>-W+H4( $3 8SG.>?:LJ#X?7EAXG748+Y;VU M6QN(6BO0F9))'#X;;'RN1R>3T[5:/PA\#CKI,W_@PN?_ (Y6(_A'X1HTT8GM M9)H 3)#%K,TDBX.#\BRELYXQC- S4M? E_I^L:9=6EU"L:%9+UE=HRS@DG:B MC:5(P@!(VA1BOE[QG_R//B#C_F)7/_HUJ^E[;X??#:[%GY%C,YO Q@7[;=AF M"_>R-^5QT.[&#QUKYC\3VT%CXLUFTMTVP07T\4:EF8A5D8 9)R>!U- CZ9BL M+N\T+X8RVUO)+';?9Y)F1=734Q>MJ[,\NYQ;?8MO M!SLZ<8'S9S78>"@#X$\._P#8,MO_ $4M;FT>]*P'C%MIFLZ;X-ATBWTS4HKI M6N_-D5;A@)-S>7MVL!R#P^=H[@UU7@^PU./Q!K%YJ-K<+]HTVP3?(N#(ZH^\ M GN"1GZUWFT4H6F!X[)H^OV&CZCIOAZ+4WTV*-)H!- 8;B%O/#O%&W!D&W=T MS]3FI-7N]42[:>Z36(;*\\10K%&-Z2/ 8&RJKD,!D=/7WKU[:,5#<6-K=F$W M$$*V@>3S]H<>3OVG. M0".O3(SWJVVE>(X;+4]1NS<1:C;Z78SB?>5$LL6]G0D<'C@]N:]6>QM9+N.[ M>"-KF-61)2HW*IQD ]@<#\J6XLX+RVEM[F)9H)5*O&XRK ]B/2A@8'@+[7+X M6@O[Z25KK4':\=9'+>6'.509Z +@8KIZCABC@B6*)%2- %55& .@%24,$%% M%% !1110 4444 %%%% !2$XI::U "@YI:Y'5M+\5W.J32Z;KCVUHQ'EQ"2 ! M> #PUJYZYZL?PZ52_L3QU_T,TO\ W^MO_D*@#N2.*\XEDETCQQ=^();*Z?3K M;39(Y6DMQ$8CYFX)%T$A8\YR?J,XJ]_8GCK_ *&67_O];?\ R%37T#QM(NU_ M$3LOH9;8C_TBI 9,5MX@C\;WMY:VVH1_;;RVF7*#RFM?+ =7;D!E(.!GJ>.N M:;9:+>?V->^''CU7_A';:&$PS-:*MPDJR[R%7'[Q1@9(!]LUM?V'XY_Z&63_ M +_6_P#\A4?V'XY_Z&23_O\ 6W_R%30&YX3N=8N]$\W6HC'<&:01[H]CM%GY M&91]TD=JWZX3^P_'/_0RR?\ ?ZV_^0J/[$\=?]#++_W^MO\ Y"H [NFMTKAO M[$\=?]#-+_W^MO\ Y"H_L/QU_P!#+)_W^MO_ )"H H2O-I'CF\\0RV5VVG6V MFR12M);B(Q'S-PCBZ"0L><\]!SS4NK&;7O%%I -,OK&SLV6Z2&)],U;3]0ET^/30DUM- SYO!)_RS"C+KW)&1T/K7<^ DEA M\$Z3;3V\]O/;P+%+'/$T9# #/!'(]QQ65_8?CG_H9)/^_P!;?_(=']A^.?\ MH99/^_UM_P#(=,#NZ*X3^Q/'7_0S2_\ ?ZV_^0J/[$\=?]#-+_W^MO\ Y"H M[EO<9KS:66;1_'=YXBEL;M]/MM,:&1GMQ$T1\S<(XNBR;CSG)Z#GFM#^P_'/ M_0RR?]_K;_Y"IKZ!XW==K^(G8>AEMC_[94 5+^U4_$BUU2ST:\+36$L=Q*;: M0*TC*GEJS@$ 8&"0<#FN<\.>%[XV%W!J-KJD=J;*V'F+:D2VSQR[Q#&K9\Q% MQ]X GZUV']A^.?\ H9)?^_UO_P#(=']A^.?^AED_[_6W_P A4; ;GA"YU>[T M-)M;B,=TTC[=T>QFCW'867^%B,9%;]<)_8?CD=/$LG_?ZV_^0J/[$\=?]#-+ M_P!_K;_Y"H [ND/?@GVKA?[$\=?]#-+_ -_K;_Y"H_L3QU_T,LO_ '^MO_D* M@#.DEFT;QU?>(I;*\DT^#3##(SVXB:,^;N$<0X$FXX.>>W/.*O&+4K3QL+O2 MH+XPZG,DFHQ3VX$4<2PA0RR#^+@?+DG/8#FE?0/&T@P_B-V'H9;8_P#ME2C0 MO'';Q)+_ -_K?_Y#H Q]!+^'-/\ $QL/#E^X-\)M/MC8R!6&U%5N5XPV2?XL M GFNO\"Z?'IGAM;=3.TK3/+.TUN\&Z1SN;:C $+DX'TK)_L/QS_T,LO_ '^M MO_D*C^Q/'7_0RR_]_K;_ .0J .[HKA/[$\=?]#-+_P!_K;_Y"H_L3QU_T,TO M_?ZV_P#D*@#NC]T_2O,VFET7QQ?^(YK&\DT^'3/(=GMA$T1$I*Q1#@2;B4Q);' )QSDX%=-_8?CG_H99/^_P!;?_(5']A^.?\ H9)/ M^_UM_P#(5 ;FYX1N-9N_#T4VNP^5>,[X!38QCW'864?=)7'%;]<)_8?CG_H9 M9/\ O];?_(5']B>.O^AEE_[_ %M_\A4 =W37^[TS[5PW]B>.O^AFE_[_ %M_ M\A4?V)XZ_P"AEE_[_6W_ ,A4 9C32Z)XWU#Q'-8WLFGPZ8(&+VPB:-O-)6*( M<+)G.<\]!SS5W6;6[NO'&C7D&GW4L-J\LD\HVFK:? MR MZ?%IJV[%[81.C>:2L40X63.1SD].M:/]A^.?^AED_P"_UM_\A4UM \;N,/XC M=AG.#+;?_(5'4.A%J*-K/C2U6XTV_MK'3G,L3I9N3=7#IM)+@;550<9)Y/L. M:6G76N:!IE_:V^DWNHZ;8QPQ:9]IL]LOG'(8E0,E%R"6 ['&:U/["\&H[2)KAW\UY)GGMV@+2 M.VYB$8 A/:ZA<&74DG MMP(HT6,*K))W)('R@D]>!0_A_P ;R !_$;L <@&6V/\ [94O]A>..WB23_O] M;_\ R%0@,670M4NHIO$=U87'VN?68IY+?86D6TB)5 %ZG&2^.O-=7X T^YL- M"N37?Y3^7MW[3MW=,]LUY-9V^K^#O%<^N:SIB2QG3S]IN;*9I3<3/-P &1 M!NY4!<\*!R:Z+^Q/'7_0RR_]_K;_ .0J:^@>-Y _B-V .1F6V//_@%0'D8- MUX?U*Y\0_9FL+O=_;CZ@]ULPHMS"PP'Z%CD+MS^E7-/O->T/3;^UMM*O=1T^ MR2"'2SR428PQ95&2BY&6 SP0,UJ?V'XYS_P C))_W^M__ )#H_L/QS_T, MLO\ W^MO_D*BP&MX)TR'2?#4%I$]Q(P=WEDN+=H"\C,68A& (&3P/UKI:X3^ MP_'./^1DD_[_ %M_\A4?V)XZ_P"AEE_[_6W_ ,A4!8[NHYM_DOY6WS-IV[N! MGMGVKB/[$\=?]#-+_P!_K;_Y"H_L/QU_T,LG_?ZV_P#D*@#G;&'5_!OBJYUO M6],6>-M/_P!(N+*9I6N)GFX50R(-W( 3/"@V^T7MQ<10NN&CC>0E01VXQQVK._L+QS_T,LO_ '^MO_D* MC^P_'/\ T,LO_?ZV_P#D*@'J=W17"?V)XZ_Z&:7_ +_6W_R%1_8GCK_H9I?^ M_P!;?_(5 ';3^9Y;^5M\S:=N\X&>V?:O)M/@U?P9XHN]9UK3!-&UB/M%Q93- M*US.\W 4,B#=R %SP .371_V'XY_Z&67_O\ 6W_R%37\/^-Y,;_$;M@Y&9;8 MX/K_ ,>5 >1&;?4;'Q>T=A;WLNGZA-+-JJ7%L!'&OE@ HXY8DX^4$GKG%8V@ M:,B:)JEG)8ZMI\,6NM?VGDV#9$8*["%9>1D<@ GVK?&A>.1_S,DG_?ZW_P#D M.C^P_')&/^$EE_[_ %M_\A4K ;OA*YUBZ\.6L^NP^5?N"73:%.W)VD@=#C&1 MVI_A'_D5;#_KF?YFN?\ [#\<#_F99?\ O];?_(=9V@Z1XOET2U>RU^:&V*_) M&T]N2HR>YLS3 ],HKA/[$\=?]#-+_P!_K;_Y"H_L3QU_T,TO_?ZV_P#D*@#N MZ*X3^Q/'7_0S2_\ ?ZV_^0J/[$\=?]#-+_W^MO\ Y"H Z'Q39:GJ.@SV>DR0 MI<381FEE:/Y"?GPRJQ#$9 .#C-D<2@' M<=P4A.B@@')(X%7_ .P_'7_0RR_]_K;_ .0J;_8'C?S!)_PD;[P,;O-MLX]/ M^/*EW CT:PO$L=8U[4H+NWU#4[LE52W$TMM"GR1 )@]LG@?Q5Q=SX0\4O\.; M.V.D6[QVEMM@MO.=9P[2@F0Q[&!8KVW#:&;Z5W7]A^.?^ADD_P"_UO\ _(=' M]A^.?^AED_[_ %M_\A4P1L^(1)_PB1$J!),P;E5MP!\Q,X.!G\A70@\UYIKF MC^+XM)D>]U^::W#Q[D6>W!)WKCI9CH<'\*T1H?CG/'B67_O[;?\ R%0"5CNZ M*X3^Q/'7_0S2_P#?ZV_^0J/[$\=?]#-+_P!_K;_Y"H [NBN$_L3QU_T,TO\ MW^MO_D*C^Q/'7_0S2_\ ?ZV_^0J .[HKA/[$\=?]#-+_ -_K;_Y"H_L3QU_T M,TO_ '^MO_D*@"YXVMI_]#U.R^W_ -H6*3-:?9;83!Y&3:%88. ?7@#UKF]: M\-ZIJ8%PMC*FH?8_M5]\Y,3S%%7RXQW)V?-[#'\5;']A^.?^AEE_[_6W_P A M4?V'XX_Z&23_ +_6_P#\AT@>H[0I]1GO]%.IQNDBM>K%YD/E,T090A*?PG ' M&!ZXKN:\SNM(\7+KFG1RZ_,URR2F&3S[?" ;=V1]CYSQ^5:/]B>.O^AFE_[_ M %M_\A4V".[HKA/[$\=?]#-+_P!_K;_Y"H_L3QU_T,TO_?ZV_P#D*@#NZ*X3 M^Q/'7_0S2_\ ?ZV_^0J/[$\=?]#-+_W^MO\ Y"H ;J$.H:7XT:\TA+MFU"XB M%^LL ^SK"B$;Q)C@CTSG/;%8.OO<^)DN=5LM)OYK75-'ELK1&AR5E\S 8X)" MJ>&#$XP,UOG0?'!!!\22$'KF:W_^0Z%T'QNBA5\1NJJ, "6VP/\ R2I6NK,# M"T/3/$6D:Q]F,5_(6O7>\S&#;S6WD@ ACP7W8 &>QSQ70^#+&\A\2>([V6&< MV]W)"T=U^K:HD.OS)<))'Y[F>W(< ME!MQ_H?&!@=JT?[$\=?]#++_ -_K;_Y"I =W17"?V)XZ_P"AFE_[_6W_ ,A4 M?V)XZ_Z&:7_O];?_ "%0!W=%<)_8GCK_ *&:7_O];?\ R%1_8GCK_H9I?^_U MM_\ (5 '=8K@CH;:UX@\1:IK%E=+;11"RLD4?.T:_.SIWRS 8_W:?_8GCK_H M9I?^_P!;?_(5']A^.?\ H99/^_UM_P#(5 &3HVDZ]H>O::\5M*4NU!D4Q^8L M,9=BT9?'RD AB>-S$^@ ^/Q9K,=RPDG6^G$CG!+,'.3P .3Z ?04 ?9'@G_D0_#O\ MV#+;_P!%+6]6#X)_Y$/P[_V#+;_T4M;V10 44F1ZTM !129'K2Y'K0 449%% M !1110 4444 %%%% !1110 4444 %(0#UI:* "BBB@ HHI,CUH 7%%)D>M+D M>M !11FB@ HHHH ,48HI,CUH 6BC-&10 4444 %%%&10 44F1ZTN: "BBB@ MHHHH 3%+BDR/6ES0 44F1ZTM !1110 4F!2TF1ZT +BBDR/6ER/6@ HHHH * M*** $P*6C-&: "BC(]:,T %%%% !1129'K0 M%&11F@ HHS10 4444 %%)D> MM&1ZT +11D>M% !1110 4449'K0 449'K1F@ Q1110 4444 %%%&: #%%&:3 M(]: %HHHH ***,T %%&1ZT9H *Q/"/\ R*UA_P!+./#D__72'_P!&I6U6+XL_ MY%R?_KI#_P"C4K;H **** "BBB@ HHHH **,T4 8FH?\C7HO_7*Y_DE;=8FH M?\C7HO\ URN?Y)6W0 4444 %%%% !11D>M)D>M "T449H Q-*_Y&+7_^NL/_ M **6MNL32O\ D8M?_P"NL/\ Z*6MN@ HHHH **** "BBC- !7P]XS_Y'KQ!_ MV$KG_P!&M7W!D5\/^,_^1Y\0?]A*Y_\ 1K4 ?3/AS5]1GMO#'A[3IH;7;H$% MY-/+%YA(V*@51D#J6#5(9+=G34U1 M;K=(Q+[%VJWEJ;$G[-=0VS323;(E\Q-VYVP=BCID M]_2LX>-KZS\2ZTTT)NM*A^PA=DJ?N/.4Y*D#Y\G!Z].GI72#P7I,:W04W8>[ M(,\HNGWOA=O)SGIQ0O@G0EAN(DM&6.X$ D59&Y$/^KQSQC]::W#H8-CXQN8[ MZXL5@FU"XFU>ZM(!*Z1+&(T#[6UTHRN\"32127*QE M=\GE@+P=^&!SCMCUQ730>$M(M[Y;V.!Q.MU+=AO,8_O9%VN<>X[5R>H?#F[A MU83Z&]M#$D$<5M)+.ZO:E79F;&UO,SNZ%EQ0NEQG1^'_ !7'K>KZA8?9UMY+ M.5HC&\P\T[2!N,> 0ISPW(/M735CV?AZRLM3.ICS9+PH8]\DC,%4G)"@G"@G MG K7W4$JXM%)FC<,XH&+12;A2YH **3-&Z@!:*0'(XH+ &BX"T4FX4M !111 M0 4444 )VKD]!UG5KSQAKVF:BMJL5DL3VXA!R%?=]XGJ<*.U=9CBN8O/!5K+ M)J5S:7MY;7VH1^5+.9W<;>G"Y X!./3K1U YG5_'>IZ=XXFTS_1S:12JH * MLGE,Q#2;OEDR.$(R1ST.:H-\0M?BTF.[D^Q,UWIT5_$ NTQ!I0C(H+?O&"MP M,@DC'?%=PO@?1/M?VEH978R),R/,Q1Y%4*'*YP6P!S4:?#_P^MNT*VTH7Y/+ M/GOF$(VY1&?)'\J[6 5B!N7)VMC&173C MI6=I6C6>BVK6]DC*CR-*Y=BS.[=6)/))K1[4P"FGI3J0C(I,#D_#VM:K=^+/ M$&EZBMJL5D(6MQ "2%?>?F)ZG"CM7/:MX[U33_'$^FXMS9PR@ AD\HN09- MWRRY'"$9(P>AS72WG@FVEDU*XL[V\MKW44$F:E7P/H@ MOOM;02.YE69D>9BC2*H4.5S@M@#FCJ,Y72_&'B*^M&*"QDN+K2%U.WW*RK#\ MX!4\DMA3D=,D=J[+PGJ=QK'A72]1NMGGW-NDDFP87)'./:JUMX(T:RMKBWMD MN(TGB$)(N'W)&"2$4Y^5WEK=ZB@2>;SW?*C@87( (!('IF@#'G\<20^+;RUF66'3;2Y2S\U(5<22 MM'OPQW!ESG PI'OS2>&/%U]KUG(;B<6%S-:+>Q">!?+CA+$%E8.=V.GS;?7& M*Z$>#-'_ +2&H- [3;D=@TC%'=%VJY7."P'>JH^'GA\6,]D()Q#,BQ$"X?*Q MJVX1J%<,>2>IX';UJ/5-3U:W\;:7I5I=Q217(>>>$V_,4*#&=V>I8@#C^5 M37G@BUE;4IK.^O;:\U%0EQ,9W?*CT&X $ D ]LUK0:#8P:I)J2QLUT]NMLSL MY/[MG)I FX#/Z]ZBN/ NBW45XEPMS(;P(LTC7 M+EV1#E4W9R%SVZ5MZ=I\>FVWV>*6>1 <@S2ER/;)[>U,"Y1110 AZ&N1\-:U MJU_XJ\1:;J:6JKIYA\@0 \+(K'!)ZG@=A77'D8KE;OP-:R-J4UI?7MK=ZB%2 MXG^T.Y91QP,X! R >V:74&9+KJTNBUMI5M=+9><8E9&D,>_P"=BP9> MN!\I'')K#;XC:S(VL2H+5;=$MI;--N91%*[ \%AO?: 0HYYQUKNF\&:+)J9U M"2V:29F5V5I&,;.J;%8H3@L%XSBH)_ /AR6[FNUTZ.&XE\O]Y!^[*&,Y4KMQ MM//..M #O ^MW7B#PO!J%VT33/)(O[L8( <@;ER=K8QE<\5TW:L_2=&LM%LC M:V492-G:1BS%F=V.68D\DD]ZT*8@IK].*=2,,C% SD/#&MZM?^*/$>EZF+55 MT]H/)$ / D5CR3U/ ["J_B#7M5TOQ1;VMK=130&WFO+B P@S@'&0#VS6M'H%A'J-Q?\ E%[FX@6V MD9V)!C7.% /3J?K2>P'%Z3XMUFZEDANI(_WVE0ZC%+;6;RM$'M ;J4,)1 P(!#$ $9.UL8RO4$XIUCX,TC3HY5M%N(VD18 M_,%P^]$4DJJMG*J,G@>M:6D:-9Z'IZ65A%Y<",S8R268G)))Y))YS3$:%%%% M QCCOZ5R7A;7-6O_ !+XCTS5!;*NGR0B%8 3@.A;DGJ>G85U[#/>N4N_ EI+ M_:4EI?7MK6K@P64-T;*&1HU,U1IGB"^1YA.]\;COC&!A^ 2:[ MZ;P5HEQJ+WLUJ9))&#NC2,8V?;LW[,XW;>,TVS\%:78"0VS7<PI(!G@77Y_$GA\WMP87DCN)KE6FC M6,=E8Q"*",' SDDDY))/)))))/K5ZF""D-+2$9H Y#POKFK:CXE\2:;JBVJC M3I(1"+?/ ="W)/4].PIFH:IK$?CNPTBSNX7@ECDN;F-K?F&)1A?F!Y)8@=/6 MIKOP':2#4I+.^O;:YU(H+J;SWLL+6TKR2#G=&_S; >0V!D X MZ5T'@'7;SQ%X2M]0OVA:Z:66-S$N%^61E'&3V JW;^$-%AGN9WLUNIKG:))+ MPF8D*/E&6S@#)_.K6A:!I_AS3OL&F0"&W\QI,#DEF)))/XT S4HHHH 0_=KC M_"VN:OJ7B/Q'IVK+:*=.EA2(6X/"R)NP2>O;L*[ C(Q7)W?@.SD747M+Z]MK MC4F3[7-]H=V=5QTR>#M& >U(##/C/5F^(JZ")+9+=KEX@Q4%=HBW B3=S)NQ M^[QG'/3FK.FZ[K=S/XA9KQ9;+3YEMH;B'3GDD>0#,F$0DL 2HX]ZWQX.T<:F MNH>3(9EG-RJ&9C&LI7:7"YQNQWJQ;>&]/L=)&G6@F@@$C29CF97W,22=V/=@D\GMV%<[>>.M7A\;R:3&;(0++,@\TJL158MP_>[L>9N( MRF,@AJ>;P+H5Q=O M<3VSR;Y&F\IY6,8D9=I<+G ;&1GWIL'L<+IGQ)UFZMYT,<R,,SL22S.S')8D\DD M]31T$]R_1110,8_KBN3\*:WJ^H:WXAL-5%LK:?/$D:VX. 'C#X)/)Z]<"NN( M)[UR=YX#LY4U#[)?7UK-J+)]KF%P[LZKC@9/RG:-H/84=PZ',:O\1[_2-:F6 M06QC2ZFMOL++B8(D1=9.17;3^&--N]0^V7:2W+JK(B32LR1[AAMJDX!(X_$U47P+HR6%W9J+ MH1W4:PRG[2^XQ $"/=G(7!/ ]:70.II^'[R74?#VFWTX FN;6.9]HP-S*"<# M\:K^$?\ D5=/_P"N9_F:NZ5ID&CZ?#8VS2F"%0D8DD+E5' &3V JEX1_Y%73 M_P#KF?YFF]Q+8VZ***!A1110!6OQ,;1_(F2"3'^M=./8MS$G1@/0XZC@XKIM9TBUU[2I]-O?,-M.NV18Y"A8>F1 MSBLC_A#H1>6+&^NFL;2.11:22LP^9;63R-%'*Y5QY:DEL8R"*OS^,I$?3[I-7/]A26[-+J:Z7*R>:)0@1 MP!^Z]/FQR*Z*S\&Z3IZ2K:_:HWE5$,PN7\Q43[JJV*6#>&IBI!!DA(([_ +U*W:PO%2!/#SNXF\)V3ZW/K,4UU%J$R*C2+:U-INHO#+_H,%[')%'LV^9D%2,GH1P:N M_P#"#Z$;HS-:,Z;WD$#2,8E=AM9@F< D?SJ[H_AO3]#:9[-)#)*JHSRRM(VQ M1A5RQ/ YP*:$R/2?^1AU_P#ZZP_^BEKL&#PGIU MMJ=]J$+[FXU2QT_5;R2%XR\)S#O\ MM4NX@ N@**%&!G(#.& R!7S-XS_Y'GQ!_P!A*Y_]&M7V%_PB>C_:K"X6V*-9 M*JPJCD+A22,CH<$D\]S7Q[XS_P"1Y\0NF'C33#J3682.H(J[9^ =+T_5I MKZW*[99C,8Y+>)R&( .)"N\#OPW>I6P#X/B#HL\+W#?:(K402W,4\D8VSQQG M#E "3] 0"<\5#X;\576N>+-8L9+5[:TM;:VFA2:,++F0,3NPQ!&%&*CL?AMH M]CI]UIZ'=9S0R0!3;Q"148]I HI.?TJRW MC334U VC+,42X6TDNE4>2LS#(3.=W<VB?YL '#LI=0<=C20/R%C^(&BNCS2?: M(;3RYI8[J1!LF6+.\K@EN,'&0,XXS4/A[Q9<:WXIU"S-G);V<-E!<1+-&!*= M^[DX8C& .*BM?AOH]I:75D#OM)XI8BAMX@ZK)G(\P+O.,\9)K1T3PE#HU]/> MF_N[J>:UCM2T^T81,XQM YYIH&0WOCW3-.>\6^MKVW^S0"Y^>(9DBW[-R@'/ M4]" ?:AO'>FKYD3VM\EZMU':+9F)1*\CKN7'S;<;ZE)J(O+J"\:ZBNHY(]O[IT7 M9P",$$$@@YZT6 SK/QM>_P#"O-3\1W%M&9K2:95A(,8PDFT!NN#CK4VG?$&) MX;J2[BBG1+F*UM9M/?S([J60 [$)P,COS@8Y-78_!-DGA*\\.FZN6M[N2222 M5BN_+MN..,=?:H-2^'NEZE/=2R33(9YX;G8 C(LL8V[MK*0[NWE3[.$7?&8R ^[+8XR.A.>V:J6?C15GO;:X$EY=#4YK2W@M8 M-K;44,<[FP< \GC.>!4MYX#L+[3;>QEG*Q0R>9B&VACR<@Y&$^4\=5P:!X$L MXKM[RVO[R"Z-]+>B5=A(,BA67D8(P!UY]Z 11\.?$2"Z\/BZU2-Q=I8R7\PA MBPHC60IP"<[N.AK;/BRR^W6-LUM>(+XA89VB C+E-X7KG[O< C/&<@BL4?#' M3H[)+6#4;Z)!9R6,A4H3)$[[\'*]0>XQ4T/PYTV'7(-6%WL7.O^%;/4KP1K/,7W"-<*,.RC'X 5T59.@:+!X>T: M#3+:222*$L5:3&X[F+)KR'QU M:Z"^FA+6X@DECN6E!9R@4G"CH/FQSSP>*I>%_%]YXFT%[Z&71TN1&':V6X+M M!R!Q6E>>&6O/$]IKAU2Z22U1XXH42/8%;&X>IR:72P=2WX1URY\0Z!'J5S;Q0^;(XB\IB5= M*^N45#/%!% M'L53G 55"GGDY!S6GX>T"V\.Z;]CMG>0-*\KR28RSL.!SV% F;%%%% PI M":6D(H Y.]\77-AXP.DW&G;++['+XK#7XH3168GN] M-16NK2*[LEB=GW"20(%; SD9!. >]=)?^%$O_$<6L2ZC<#RHF@%L$C\LQOC< MI^7/..N<\UF1_#;35LVMWO;R1DBCAMI6*[K=(WWH%^7GG'7.<4EY@SHO#NL+ MK>EK=++#(0[QOY2NNUE."I5P&!'H0*UJRM"T2#0K26"&225IYGN)I9,;GD8\ MGC 'T K5I@%%%% #37--XEO$\=)H#Z;LMI+9YX[DR F3;MSA1V^;'/.1Z5TQ MKGKCPR9_%,&O?VGAQD'T( MQ62G@&$QWZS:M>2M=W27F\I&#',N-KKA1V'0\.ET!].$=L]JUQ'>.E955#!0, ': .W7%:M4]Q*]M0HHHI#"HKB5H89'5#(RH6" \L1VJ6H M+NW2[MIK:3.R9&C;!P<$8-)[: >@XI@ M:]%%% !1110!R5WXPN+'Q;=:574KGFW:U-L$C\LQ M,067[N><=?:C;QVL4[!"8H4)*H!MP1R>H)-)>8,W='O MO[1TV&Z^T6EP) 2);.3?$PR1\K=_\:OUC^&] M?#6CIIUFTCQJ[R-)(!6Q3$@HHHH&':N1NO&%Q8^*[W3+K3O+L[?3Y+Y;@R M*$(S@#H.3UY MXKK3T-^$H[[Q$VKS:CV:T:WV1[#"Q!9?NYY(ZYS2ZAT,K3/&VHZA-/ M;R6EE;2KI\>IQR/*QC$#$@AL#(8;?I6]X0UJ[\0^&K35;NU2V>Y!=(T8D%,G M:W/J,'\:QX_AY8KI]]:OJ%Z[75JEEYI*AH[=22$7 QW.2>>:Z^V@CMK>."%0 ML<2A$4=@.!3$34444#"D8X%+2,,C% '+IXHN1XXFT*XL%@M4LFNDN6E!+@, M?E'06T+$%E/RYY(ZYS6:_PQT7^T;F^MYKNWFE,#1[)-PA,6=I M4-G/T.?:A=+AW.C\/ZNFMZ1'>QS0R[F9&,2NH#*2""' 8$8Y! K6K+T/1+?0 MK!K:!Y)#)*\\LLF-TDCDEF..!DGH*U!TH **** &L<5S$?BB];QOI[5T[C-P1[@V/NYZC MKFEU![&$GQ"O3X>O-0N=/M;.:VU?^SF6>X_=H/ER[-TXR<]N*[/2;W[?IT-S MY]K.)!D2VDF^)N?X3WK$TKPE+HT5^MMKE]NO;EKIW:.+Y9&QN(&W&..AK2\. M:#:^&M&@TRT:1XXR6+R'YG8DEB<<)PR^&90S[V#P@L1R?WJ5OT %%%% !1110 A.!FJ]U+,('^RK&\^ M/E5VP,^^*LUD:KX?M+^VO%@_T&[ND\N2]M8T6?;_ +Q% '*S_$&Y@\/:IJ+Q M::KZ?>.=7T_4B][ICPV;Q_(CP.@W&-&7]\ M?D/S%P1U4*2>E;:^#Q'X=.B1ZMO6GS^"].GMH[ M:62';G[;:7C/!<;YK1@T3,- M@;:03P#D=:ZVN/L=%BT+7-)MHYI)C(UY/)))@%G:#J&C01::)K>_O8[62=I-HCWG'"]2>I]*Z+/MA-O"L5N(_WL);;N9=S(0P!W+WI7\#I-?ZA=W& MKWDKW\?DS;TBR(\8V*VW*KWP.]7?#WA*UT&[N+M+B6>XFBC@+.J( D8PHP@ MX'?K0D#)])_Y&+7_ /KK#_Z*6MNL32ACQ%K_ /UUA_\ 12UMT %%%% !1110 M!S6J^)+S3O&&D:.-.#6M_O!NC(.&5"V OX#D^M<_J'C_ %%_$-[I6E:8)DCM M9)H9PK2-(T:3G:D:,0<[=K,.=NX \U\L>,S_Q7/B#_ +"5S_Z-:OK=/ ^G M)?Z?O?)%;W_"7:(-Z-J$8EC:5) M(]K%D:)0TF1C/ (YZW$%]9^>H)5&WCYA@C M&/QI=0\ 7D%YK?B"*]6?4;ZTN(IX8[;"R(8]L:(,Y!!'7G.:0SJ(O&GAV:TN M;I-4B\BWC$LCL&4%&.%9<@;P3P-N](#7'V8(8)!)YN,["F MW<&QS@CFN1L?AY?:GX?M'U._\J\&GVD,""W*^08BL@$@)^8Y !Z=.U;,?@:8 MZO#JUS?QO>'41?3;("J,%B,:HHW$C@YR2: +&G^/](O$O6D6[MQ;WILE$EK+ MNE<=-H"Y)//RXR,<@5U,$T=Q!'-$=T;J&4XQD?0UQ=QX$GE34X5N[8PWFH'4 M(O,@??!*5 )#*ZG((R",?C75Z59RZ?I5K9S7,EU)#$L;SR?>D('4_6A; ]R[ MQ2X'I24M !1110 48'I110 4F!Z4M% "8'I2T44 &**** "BBB@ HJH^JZ=& M[(]_:JZG#*TR@@^AYIO]L:9_T$;3_O\ K_C0!<[5S^D>*(M8UW5-+2SNK=]/ MV[FG7:) V<$#KCY3UZYK3.KZ9C_D(VG_ '_7_&N,FAOM/U;7-:L-;TBXN;Z! M(XK< )M*9"',(O#S65VKR1/*MRR;8VVA20O=OO#D M<9R.QK-B^(=A_9>K7]S9W5HFG3I R7(".[.!LX/W<[AUZ>U1SVDESXITS6G\ M0Z0/L4#PF/9DOO"[CGS!CE>..,UF3>&%O(M8%UXETK??W4-[&T4>/*ECV[>L MAROR\CCKUI@=WHNJ)K&F1WL1@*.3@P7"S(<''#+P:T:Y?P[#IVB6=RDFL64T MUUM;?]KZ9_T$;3_O\ K_C1U NTA)QQ5/\ MC3/^@C: M?]_U_P :1M7TW'&HVG_?Y?\ &@#,T;Q1'K&MZKI:V=S!)IQ3"2-R"5=&P>1P1[UQ%CX4.F:>\5EXNL(KI+$:?;SA%RD(?<2 MPW\OCC/&/2NK\.FPT71XM/;4-+VPG"?9VV#'J=SL2Q.23GG- :G2T52_MC3/ M^@C:?]_U_P :/[7TS_H(VG_?]?\ &@"VV:P-#\41ZUK&K::EE=0/IS(&:==O MF!LX('7'R]ZTFU?33TU&T_[_ *_XUQ.<<4NH=#HM2\1MI>KV=G-I\WDWDXMXIPZ\R$$CY>N/>LN?Q\+2 M\O;.[TJ6.XMC#& LRN))93A$SV.,D^@J(64DOBN'6KOQ#I%Q' BI!;NG^IXP M[*1)C&[>68_*""-H 5PPV@ AA1T Z;P] MKD>OV#7,<,D#13/!+$_5'0X(R.#6O7*^%+72O#.D"Q75K69FE>:61IQ\SLLZMIL=G=6\FFM&':==N_?NP0.N/E/7VJKK/C>QT M7Q%9Z/+#)(TX)EG4C9!\K,-WN0K'BL:6WU#3=3U[6-/US2+BZU)8UCAP%\LH M"JG.<<47GA72+O6;/5!XB1)4N_M=S&TZ.LS>7LP,GY1C QSQQ@4! MI M"6&3&8Y$.TC(X/UKB;;P=H\"WKMJ>DO+-'%%#&7?R8%1MPVCS2P.?1@!V[UT MGA2UTGPQHOV!-7MIG:5YI9&G'S.YR>K'C\30(ZFBJ7]L:9_T$;3_ +_K_C1_ M;&F?]!&T_P"_Z_XT#+AZ&N=T/Q3%KFL:MIZ6=U;OIK(KF==OF;P2"!U ^7OZ MUK'5],P?^)C:?]_U_P :X=[;4-,U+7]7T[7-(GN]36)4BP$$10%5;+28( )) MXY[4=09T:>)2VM:I9BQ86VF[1#BLF'XC6SVMS*VE7P=+-; M^&)%#M-"S;0PQPO;.>E5M5\.Z7K&NVVHW.K:4GE!O,>!$2>;='L*M)NY7!/& M*K6/AF&RMKA?^$DTV2X.G+ID$C( L< ))R _S,VT7P_9Z9>9Y5SN4 MCY$WL2.H&!UKFVM=1TS4M>U?3M=T>>[U01*D6T*(B@VJV6DY !)(QSCBK6I: M'I^JZ_;:E/K>G1"%&61H J33!DVE'D#?,G?&*&!+!\0[.[T>;4K2!+B))88D MCBNXVD)D;:N]1RGK@UUUG+/-;J]S;^1*%&B,:,6&]"_S-SU!&,5T'A*UTSPQX?@TO\ MJUG\MG"00O4<#O6FVKZ:>FHVG_ '_7_&N(:UU'2]1U M_5M-UW1Y[O53$$CP%$)0;0Q+2'( ))&.>U) =+>>)?L/B6RTB:PGQ>^9Y,ZL M&R43>+6US3;^ZL]+N$DL[IK9X;EUB;A0Q)STX;H?2J-UI=E= M^*;+6O[:TV%[7)W0A4EFRN-DCAOF0'G;CJ!S5&WT:6+2?$-DWBC2E.L3/,98 MHPIB9PJMC,AR,#CZT^@,ZOPOKP\2Z'#JJ6DEM',SA$D()(5B-P(['&1[5M5D M:=%4 #O5K^V-,_P"@C:?]_P!?\: +M(3UJG_; M&F?]!&T_[_K_ (TAU?3/^@C:?]_U_P : ,K0/%46OZIJUA'975M)ILB(_P!H M7:7W@D$#J.!WJ.+Q?97'B>?0[?RGN(6VR*URBR%MNXA8R=S #J1T_"N?:UU+ M2]0U_5=.UW2)[S5FAV( %$)0!0V6D.0!DD8R>U/;PU82:^;]O$-E]G^WC41& M-N\3>7LQNW8VGKC'MFD!>G^(,%I)J4%UITT-Q8W$$#JTB["9N4)?H/?/3BMW MPSKL7B31H]3AB>*.1F4*Y!Y5BIP1P1QD$=:XE_"%DYOW7Q#ID*WNX';U''K6J=7TW:<:C:?]_P!?\:X4VFI:7?:_JFG: M]I$]YJ[P[4P$6 J @8EI#D!6;>+1H M9?,-PUN9-ZY5EC\PD MIUVX_BZ4NE>.4US4-3LM.TRXE>RV%&9U59E7WQMZXJ(^$(K2XU632?&,-JM]!!;@2,KE(X\@C M(8?:L4VNIZ5>:]J M>FZ]H\][J\D.U=H58"H";B6D.X!659G55F5\X8$]!\N? MQ%:_AS78O$>CQZC#"\(9WC:-R"596*D9'!Y!YKB3X1CM9]5?2?&$-LM_#!;X ME979(XP01N# Y(. 1C'-==H,NG:1I%O8?;M*1(!LC2V8(BJ.G!9CGWS0M@>Y MT-%4O[8TS_H(VG_?]?\ &C^U],_Z"-I_W_7_ !H M.Q . 3@=JPK/Q&T_B)M M&N;"6UN/(^TQDNK!DW;>T M>^UF_D5?M<@"&)=W&6BY^51DGGDFE?4.AT?_ F-LOBB\T6:UNH?LEFU MXUS*NU'56 .WN>O7IQ6?'\1M+?19-4)MQ#YB1(JWD9(9\X\SG$? R=W3FJ]_ MI$>H>)[C5)/$&EBWGT]M/: +\_EL=Q.[S,;L^V*S$\'6OFVUY)XFT\WUFMLE MNZHH3;"21O7?EB=Q&01VQ30'H>DZ@FJ:?#>QF(I*I(,,RRH1GLZ\&J?A'_D5 M=/\ ^N9_F:I^&8M,\/Z6;0ZQ9S.\TD\CB157>[%CM7/"Y/ I?"FJZP5[ M^U5@AR#,H(Y/O0!TU%4O[8TS_H(VG_?]?\:/[8TS_H(VG_?]?\: +M%4O[8T MS_H(VG_?]?\ &C^U],_Z"-I_W_7_ !H EO)IH+=G@@:>0<+&K 9/U/05E:+X MA36+.\E^S30RV4[P31'#G7[A=P MY_&N?TE;K1'TW3;/4M'73HEEDNIE8 R,0-H.Z0L7+$L6XX'J:2V U=%\6-K^ MF7EU9:3=++:W;VAMYF5&W* 23GH.:R8_B?8S6)NHM/N9/(A::\0,N8%63RR? M]KD$\=A52#0[NWTK5[*'Q=I4+:G>-=/+%%ADWX#*#YO&0,9ZC-)?^$M,O]+M MM/.IZ):110BV9K,,C>3N!V#][@YY^\&Y.:8/R.L\3R++X8DE0Y5W@8'V,J5O MURWB74-,3PS)#%?6I"O"J@3*3@2)[^@K<_MC3/\ H(VG_?\ 7_&@$7:*I?VQ MIG_01M/^_P"O^-']L:9_T$;3_O\ K_C0!=HJE_;&F?\ 01M/^_Z_XT?VQIG_ M $$;3_O^O^- %VBJ7]L:9_T$;3_O^O\ C37U72W0J=1M,$8XG4?UH AUS5)] M)L9+J&Q>Z6*-I) LBIM51D\GOZ"N1A^)]K)J/E&V MVBWH-_[\Y1&4E,=&+[ M0<\D59U_2+34["#3K'Q!:6]AYOF74%S.T_V@=D+&0,%SU //2G:KI=IK=NL- MYKU@L45J8X(8"$C24@@R$%CG X"]LGUX2!FGYES-KGA^6\A6&X>WN&>)6W!# MA.,]\5TM>>Z+;:?X=U#1[(:I8R*&O93Y3+'''O*MM5,;;PZ;*Z$D\;NMR5Q&=@! M(&>3]X'[B2(V6"L@4X7@Y##/(I=$!J2_$G3K=O.DMIAIWG/ +P$%3(J;R-O7H" M?45JZ#XI36;V6RDLY;2X2".Y5)&#;XI,[6!'T((KE)_!.D7*M9/X@M!I(N)+ MI( 5\P2.A3E]W(&2<8].:VO#NGVFDWTU]>Z]87-RUK#:(8BL:K''G'!8Y))) M-->8GY&SI7_(Q:__ -=8?_12UMUS&E:KIRZ_KK&_M0K2P[29EY_=+[UM?VOI MG_01M/\ O^O^- R[15+^V-,_Z"-I_P!_U_QH_MC3/^@C:?\ ?]?\: +M%4O[ M8TS_ *"-I_W_ %_QJ"[OM(O(&AEU&WV,,'R[O8?^^E8$?@: *6H^)X['Q5IV MA-9W3/?;MMP$Q&I"EL9/4X'0>U9DOCR-$\0!-.N(WT<1EC<_NU<.2-WV6OZ9##I18QQS$RLY92IRWF ]#26-I)9^)=8U;_A(M)8: MBB*$"8,>P,$.?,Y^]SQS[4= +OAWQ:WB)[5+>VC8B,R7CI)N2+DA #CG01YC=*!:GU9X;\4:3I'@_PS:7 MT\L4TNFVRQJ+:1O,/E*<*54@G Z"NR299(U==VVDWVI>'_AM M<6L'FPV2V\]R=RC8GV;;G!(SR1TS58>$=2F\122SZ6&N&U5KB35V>-A):%<" M'&[?C'R["NWC-(9Z+I^IV>JV*7MC.L]NY(61ON#45OK5G=:Q?:5&S& MZLDC>8%> )-VW![_ '37E \$ZQ;>$HM$B\+6[.KW7F2XMVWNQ/E2#76GA;71I6D>'IM/9(M.UK[>^H"9# M%)$)6E "[O,W'=MP5 X/.,4Q/#6O646MP6VA1SVMU.CL+GR6EN,R,7)^<+(H M4C'F%3VQ26PV>J;P*7<*^>]7TFZLM#M-&UVQS%:V5W--$%BD:UB,Y*O&#(JA M@G VEB.F,5V-OX5O)O%?]HBRF-JUU#/87MK% ## % $>7=9$7&0552"":8CU M/.:6FH,#':G4 %%%% !1110 4444 %%%% !2&EI"<"@#G+CP!X2O+F6YNO#F MFS7$SM)+(]NI9V)R23CJ3S4?_"N/!?\ T*^E?^ R_P"%=.#FC- ',?\ "N/! M?_0KZ5_X"K_A6;;>%_AO>:G+IL&@Z0UY$AD:(V8!*@X)!(PP!X)&<&NX/(Q7 MGEW'JNE^+[_Q/+8SM:6^GO"1<2QLTA+Y5(-G*@D#.\ YQUI 3S>'OAE!J@TV M71M%6[) V&U& 2"0I;& 2 3@G-5X-+^%5S!<3QZ9H?DV\8EDD>U"*$)P&!8 M$$C&1D50N/#&NW6K7JC3AY%]J4&IBXDE0I%MC ,;+G=G*@<+C!Z]JK>&?"6M M:79WIOM#FG5K!(5MI)89-LP"/ 6IV,-[9^'-) MEMIU#QR"U4!@>_(JS_PKCP7_ -"OI7_@,O\ A3_ UM>Z=X-TVPU"PEM+JUA$ M3QN\;9('4%&88_7VKI,TVK,2=TT& M+B6-FD;>"J0;"2%/?> (+AFT[_ $:[U>#5OM)F3;$%C ,9&=V[ M*XX4C!Z]J6]@?4T+70OAE>Z?-?P:%I9LXDWM.]@43'J&90&_#-:%GX&\"W]N ML\'AC3?+8D#S+'RSQ[, ?TKEY_"?B,Z+=Z59VUU'I%J;9[.SN;F'S7:.4.X1 MT/ ('!8@YQTKM?"%IJEGI4L>J-/N:YD>"*XG\Z2*(GY49\G<1SW/7K3W$R/_ M (5QX+_Z%?2O_ 9?\*/^%<>"_P#H5]*_\!5_PKI\T4#.7/PY\% 9/A?2O_ 9 M?\*S;;PQ\-[S4Y=-@T+2&O(D\QHC9@$KG&X9&&&>,C-=PW7/I7G=U'JVD^+] M0\4RZ=.]K#IYM]L\L;/*_F95(-F2%)Z[P#G'O0!:D\.?#2+6!I3Z)HPO2P7R MOL@X8C(4G& Q R 3G%1G0OAE]KO;1-#TJ6YLMOVB*&Q,C1[N!PJG/X5FR^%] M>GURY$=HL<5SJT6K)>.Z,D.V,#RRN0Q8,!T&,=Q1I/ACQ1X=U#7+BWA@O))= M,2.&5&"&XN-S$L=S<'+$DGCIBCH'4W=*\(?#S6[0W6G>'M*FA#M&6^QA<,O4 M8(!XJ]_PKCP7_P!"OI7_ (#+_A5[PMI(T+PY8Z;G+PQ_O#ZN>6/XL2:V1)O:(V84[K1Z6^A:0MY+D)&;,88@;B V,$XY MQG.*IW4>K:1XPU#Q/)IUQ);16'V<+/+&SROYF52#8254Y&=X!SBK6MZ1K.L> M*=)NH+6>**W+L\DTL;0('C*DHH(?S,G'(Q[T 1C0?AD;2YNSHND+:VPS+:7=3VZ:"8+RS\(:;97]C+9W-K MD+QR.C9*@ D%&88_'/M0*Y7_ .%<>"_^A7TK_P !E_PH_P"%<>"_^A7TK_P& M7_"NGS1F@9S'_"N/!8'_ "*^E?\ @,O^%9EIX8^&]]J4NG6^A:0UW$GF-$;, M*2N<;AD?,,\9&17=-]T_2O.+A-6T?Q?J7BB33KF2WCL/LRK<31L\KF0E4@V9 MVJ.YE:,4@"L^;/!PQPI4%)H3=:#= MDQOD!D#A5R1@*2>OM7*:7X'\26UN)3I\R_9VM)?(GN(S([1,Q:.(AR%C 8D! MB#GK26H,[?3O!?P_U:S6[L?#VD3P,2 RVJC!!P001D$$=#5O_A7'@O\ Z%?2 MO_ 5?\*/!.D7FE:7>->PB">]OY[PP[@QB#MD*2I() S@D5T^:8D73;F2!; 6R1W,L3/+)YA*I#L)VH<\[@#TJY/I]__ ,+&AU.' MP].+-K)[>>X22 !I'*'!;ZW6>#POINQNGF6.QNN/NL 1^585EX MH_V)!]G^PVC7%N;D.AW%E8'9MSC <@G':NN\))KB>'X!XA<-J&]R>5+*A8E0 MQ7Y2P& <<4 5O^%<>"_^A7TK_P !5_PH_P"%<>"_^A7TK_P&7_"NGHS0!RY^ M'/@I1D^%]*'_ &[+_A6;:>&/AO?:C-I]MH.D/=PH)'B-F%.TDC<,@;AD=1D5 MW#9SP.@KSFX75M%\5ZEXHDTRYEA%BMJD<\L3232>:2J0["<(=W\8!Z>] &@/ M"WPW;6GT==$T1M0CB\YX!;J65..3QQU%5H]%^%DNF76IIIF@FQM)#%-/Y"[% M88R,XYZCI4TNGWR_$F+5(_#LQLFLFMYYXVMP'D8J=Q!<,P 7!)&>.!65I^C: ME#X?\46,GA2Y47MS)/90[[4JH9 J_P#+7"E<9]AT]*3VN'4Z*T\!^!+ZTAN[ M;PWI,D$\:R1N+5<,I&0>GH:F_P"%<>"_^A7TK_P%7_"K?A"*[MO"NF6=]936 M=S:VT<#QR,C9*(%)!1F&#CCG/M6X*IB3.9_X5QX+_P"A7TK_ ,!E_P *0_#G MP4.OA?2O_ 5?\*ZC--;V'-2QG#V?ACX;W^H36%MH.DO=0J':,V84['M(GMW) =;51R#@@@C((((P:P;GPIK-UHU]>W%BS:K?ZJES,D,J": M*%#A!&Y8*&"C/)Q\QKJ/ &E7^B^%(;+48EBG665@-P9RK.2#(02"YSDD$C)H M 7_A7'@O_H5]*_\ 5?\*/\ A7'@O_H5]*_\!E_PKI\T9H Y<_#GP4!D^%]* M_P# 5?\ "LZR\+_#C4+^6RM=!TE[F) [1FS"G:20&&0-RY!Y&17<'E37G$O] MK:)XFU+Q++IMU-%]C2VCBN)HVDFD,IVI"4)VI\V?F -("T= ^&0U8:6=&T87 MA8H$-H,;@NXKNQMSCG&@::\*$#>NG$AR M^#O$%WXRGO8;/R8Y+F60NTR?9@CP[ X0-N\[)QG;C!-3:-IWC30=-G-EIMVQ M^QP6T5K<7R2[9@2'F3=)M";2,+EQCO;#P_H\]O)G:ZVR M\XX/;@^U6_\ A7'@O_H5]*_\!E_PJ;P?IHTCP[%9_9+NW=69Y/M;1F21V.YG M/ELPY)/&:Z'-#W YC_A7'@O_ *%?2O\ P%7_ I#\.?!0&3X7TK_ ,!E_P * MZBFOG:<#F@#A[+PQ\-]1OIK*UT'29+F%0[QFS"G:3@,,@97CJ,BFCPY\-&U< M:5_8FCB])*B,V@&6 R5!Q@M@YQG.*J2'5]#\2:GXDETN[FC:UCM8H;B:(RS2 M>:=J1&,G:GS?Q 'UJ"_\':Q<^)XGTTSV=K'>RZ@T]R(F02M$4 CV.7/+=&"C M /M270.Y?AT'X87$NI1Q:1HC-IHS=@6P_==>IQ['IZ5;TOP=\/M:T^._T_P] MI$]K)D)(+0 '!P>HSU!KF=/\ >(H-:U*%I+"/3I%L\NT99;KR]Q(*A\CYL%L M]:ZWX=:3J6B>$+>PU6%(;F.65MBD' +DC)!([TT#)O\ A7'@O_H5]*_\!E_P MH_X5QX+_ .A7TK_P&7_"NGS1F@#ES\.?!0Z^%]*_\!5_PK.@\,?#:YUFYTB# M0]&>_ME#30BU7* XQDXQW%=K,KM&XC8+)M.QB,@'L:\M@TG7/!&N3:O+:PZG M&;(0[H/DDN[F28MCDD[B6SG&,<=J5]=0Z&T_AOX:1ZHFFOHFCI=/NV*UH &* MC+ ,1M) ZC/%):>'OAE?Z9=:E::/HDUE:,ZS3I;+M0J,MSCG ]*+NTU75_&4 M5QJOA^\DTO3RWV)(I;=HY'9<-)(#(&Z$@#;W)-9>C>&='](GM9<[)%M5 . M#@]1GJ*K>&? 'A&Z\.64\_AO3)970EG:W4D\GVK2^'>E:EH?A"WL=6B6*Z22 M0E%(. 7)'()!Z]JT?"7_ "*UA_US/\S3 I?\*X\%_P#0KZ5_X#+_ (4?\*X\ M%_\ 0KZ5_P" R_X5T^:,T &-) '4FV3_"L[2_#'PVUK3VO].T/1I[5&*M*+50 M 1UZBNB\3Z7=:UH4^G6MRENT^%D9U)#1Y^9>"#\PR,^]W5TBVSJJQQ*,JQY( 9B% )!&?8T+J!(ND?"UEN"-&TD-;LBR1FQPX+_ M '<(5W'/; .:>NA?#&2WM9XM$TF9+I2T(ALO,9@#@G:JD@ \'(X/%9B>']6U M&:XUK5=&U6+7&GBFC,+VC)$L>0D: S8( 8DEL9/Y5F0>"/%%A"LR17#7UU:R MX>TO%A^R3O-O!?#+N4 \@;AD< \&D!U'B/P%X/M]!EF@\-Z9'('BPRVR@@&1 M0>WH36M_PKGP9GGPOI7_ (#+_A5CQ$LJ^%&6=@TJM '8#@MYB9-= #FF).Z. M8_X5QX+_ .A7TK_P&7_"C_A7'@O_ *%?2O\ P&7_ KI\T9H&$?AYHT/FWWAW2XTP3D66\@#J2%4D =ST%9 MR:7\,)+]K4:!I6U49_/-H@B.$#D!NY"L#6_XU.NS:='8:-833)=DQW5Q"\0> M&+OM$CJ"QZ#GCK7-ZEX(DN8HUTG29+!;>T#CS[A6::4 *J;0Y0$!%W-WX&<9 MI("8>#?!M[JNARV_AK3X[:Z@GD,;VJJ2 $*[A^/ZUO\ _"N/!?\ T*^E?^ R M_P"%9^B)JZZCHPUHR?:=UZ4$K(9%BRNP,4^7=MQTKM\TWO82=SF/^%<>"_\ MH5]*_P# 9?\ "C_A7'@O_H5]*_\ 9?\*Z?-&:!G,?\ "N/!?_0KZ5_X#+_A M1_PKCP7_ -"OI7_@,O\ A73YHS0!PU]X6^&^F7UG97FAZ-%,VJDR$8 MST'N.M&H>%_AMI=U:6M]HNB03WD@BMXVMUW2,>@ Q5#Q)X5UN;Q3:ZU%):W, M:W\,I9U*M;6\:MQDMR,LQ.!DEO:FZV=3\46/AK5K3PQ=%T@W2E@46SSEE&2H(7!8#G:#GVJ33?#/P MXU:YGMK/P]IC3P!3+&]@8V0-T)#*#S6=9^&]:76K2.73G6UM]7EU3[4TL9#* MR$+& &W;\M@\;?EZFNB\$Z/?V-KJ&H:Q&(]5U.[:XGC#!O+4?+&F1P<*!^=" MOU R].\ ^$9-"_P#H5]*_\!E_PH_X5QX+_P"A7TK_ M ,!E_P *Z?-&: .8_P"%<>"_^A7TK_P&7_"C_A7'@O\ Z%?2O_ 9?\*Z?-&: M .6/PZ\%@_\ (KZ5_P" R_X5B7VC_#'3[ZXL9M$TDWEO%YTENEF&?;D#TQU9 M?SKN+RWNII8FMKL6ZJV9!Y0;>/3/:O-X_ ^L1>,&N[^VM]2LY;"X%Q)&?*:6 M1Y RKR^0WRKAAP .N:.H&K8^'OASJ#62VWAK3FDNU=D3[&NY A*L6XXPPQ]: M^6O%<$5IXQUNVMXEBAAU">..- JJ)& 'H!7TWI?AGQ!HFMV$MF&$-QM-Z5 MD1DB&YB8R7)<@!N"N4N47J,\*/ZU2_X0[Q M-_T-D7_?B[_^3*[JB@#A?^$.\3?]#9%_WXN__DRD_P"$-\3?]#9%_P" ]W_\ MF5W=% '"?\(;XE'3Q9%_X#W?_P F4?\ "&^)O^ALB_[\7?\ \F5W=% '"?\ M"&^)O^ALB_\ >[_ /DRE_X0[Q-_T-D7_?B[_P#DRNZHH X7_A#O$W_0V1?] M^+O_ .3*/^$.\3?]#9%_WXN__DRNZHH X3_A#?$W_0V1?^ ]W_\ )E+_ ,(; MXF_Z&R+_ ,![O_Y,KNJ* .$_X0WQ-C'_ ED7_@/=_\ R91_PAOB;_H;(O\ MP'N__DRN[HH X7_A#O$W_0V1?]^+O_Y,H_X0[Q-_T-D7_?B[_P#DRNZHH X7 M_A#?$W_0V1?]^+O_ .3*3_A#?$W_ $-D7_@/=_\ R97=T4 <)_PAGB;_ *&R M+_P'N_\ Y,H_X0WQ-_T-D7_@/=__ "97=T4 <)_PAOB;/_(V1?\ ?B[_ /DR ME_X0[Q-_T-D7_?B[_P#DRNZHH X7_A#O$W_0V1?]^+O_ .3*/^$.\3?]#9%_ MWXN__DRNZHH X3_A#/$O_0UQ?^ ]W_\ )E'_ AOB;_H;(O_ 'N_P#Y,KNZ M* .$_P"$-\3?]#9%_P" ]W_\F4O_ AOB;_H;(O^_%W_ /)E=U10!PO_ AW MB;_H;(O^_%W_ /)E'_"'>)O^ALB_[\7?_P F5W5% '"_\(=XF_Z&R+_OQ=__ M "92?\(;XF_Z&R+_ ,![O_Y,KNZ* .$_X0WQ-_T-D7_@/=__ "91_P (;XF_ MZ&R+_P ![O\ ^3*[NB@#A/\ A#?$W_0V1?\ ?B[_ /DRE_X0[Q-_T-D7_?B[ M_P#DRNZHH X7_A#O$W_0V1?]^+O_ .3*/^$-\3?]#9%_WXN__DRNZHH X3_A M#?$W_0V1?^ ]W_\ )E'_ AOB;_H;(O_ 'N_P#Y,KNZ* .$_P"$-\2_]#7% M_P" ]W_\F4O_ AOB;_H;(O_ 'N_P#Y,KNJ* .%_P"$.\3?]#9%_P!^+O\ M^3*/^$.\3?\ 0V1?]^+O_P"3*[JB@#A?^$-\3?\ 0V1?^ ]W_P#)E)_PAOB; M_H;(O_ >[_\ DRN[HH X3_A#?$W_ $-D7_@/=_\ R91_PAOB7'_(V1?^ ]W_ M /)E=W10!PG_ AOB;_H;(O_ 'N_P#Y,I?^$.\3?]#9%_WXN_\ Y,KNJ* . M%_X0[Q-_T-D7_?B[_P#DRC_A#?$W_0V1?]^+O_Y,KNJ* .$_X0SQ+_T-<7_@ M/=__ "91_P (;XE_Z&R+_P ![O\ ^3*[NB@#A/\ A#?$O_0V1?\ @/=__)E' M_"&^)O\ H;(O^_%W_P#)E=W10!PO_"'>)O\ H;(O^_%W_P#)E'_"'>)O^ALB M_P"_%W_\F5W5% '"_P#"&^)O^ALB_P"_%W_\F4G_ AOB;_H;(O_ 'N_P#Y M,KNZ* .$_P"$,\2_]#9%_P" ]W_\F4?\(9XE_P"ALB_\![O_ .3*[NB@#A/^ M$-\39_Y&R+_P'N__ ),I?^$.\3?]#9%_WXN__DRNZHH X7_A#O$W_0V1?]^+ MO_Y,H_X0WQ-_T-D7_?B[_P#DRNZHH X3_A#?$W_0V1?^ ]W_ /)E'_"&^)O^ MALB_\![O_P"3*[NB@#A/^$-\3?\ 0V1?^ ]W_P#)E'_"&^)O^ALB_P# >[_^ M3*[NB@#A?^$.\3?]#9%_WXN__DRC_A#O$W_0V1?]^+O_ .3*[JB@#A?^$.\3 M?]#9%_WXN_\ Y,I/^$-\3'_F;(O_ 'N_P#Y,KNZ* .$_P"$-\2_]#9%_P" M]W_\F4?\(9XE_P"ALB_\![O_ .3*[NB@#A/^$.\3#_F:XO\ P'N__DRL_0?" MWB"[T2UG@\1P6T3IE8EANR%Y/_3V*]*(S6+X1_Y%73_^N9_F: ,#_A#O$W_0 MV1?]^+O_ .3*/^$.\3?]#9%_WXN__DRNZHH X7_A#O$W_0V1?]^+O_Y,H_X0 M[Q-_T-D7_?B[_P#DRNZHH X7_A#?$W_0V1?]^+O_ .3*3_A#/$W_ $-D7_@/ M=_\ R97=T4 <)_PAOB7_ *&N+_P'N_\ Y,H_X0WQ-_T-D7_?B[_^3*[NB@#S M37/"WB"UTF2:?Q'!ST)!_"M#_A#_$Q/_(V1?]^+O_Y, MKH?%G_(N3_\ 72'_ -&I6R * .&_X0[Q-_T-D7_?B[_^3*/^$.\3?]#9%_WX MN_\ Y,KNJ* .%_X0[Q-_T-D7_?B[_P#DRC_A#O$W_0V1?]^+O_Y,KNJ* .%_ MX0[Q-_T-D7_?B[_^3*/^$.\3?]#9%_WXN_\ Y,KNJ* .%_X0WQ-_T-D7_@/= M_P#R91_PAOB;_H;(O_ >[_\ DRNZHH \RNO"OB"/7-/@?Q' \LB3%)O)N\Q[ M=N1C[7WR/RK3_P"$.\3?]#9%_P!^+O\ ^3*W]0 _X2S1?^N5S_)*VZ .%_X0 M[Q-_T-D7_?B[_P#DRC_A#O$W_0V1?]^+O_Y,KNJ* .%_X0[Q-_T-D7_?B[_^ M3*/^$.\3?]#9%_WXN_\ Y,KNJ* .$_X0WQ-_T-D7_@/=_P#R91_PAOB;_H;( MO_ >[_\ DRN[HH X3_A#?$W_ $-D7_@/=_\ R92_\(;XF_Z&R+_OQ=__ "97 M=44 >9V7A?Q!)JNJ1)XC@CDADC$DHAN_WI* @D?:^PX[UI?\(=XFQ_R-D7_? MB[_^3*W]*'_%1:__ -=8?_12UMT <+_PAWB;_H;(O^_%W_\ )E'_ AWB;_H M;(O^_%W_ /)E=U10!PO_ AWB;_H;(O^_%W_ /)E'_"'>)O^ALB_[\7?_P F M5W5% '"_\(;XF_Z&R+_OQ=__ "92?\(;XFS_ ,C9%_X#W?\ \F5W=% '"'P; MXE_Z&N+_ ,![O_Y,KY3\3Q/;^+-9AFE$LL=].CR8(WL)&!/))Y]R3[FON>OA M[QG_ ,CSX@_["5S_ .C6H ^P_!/_ "(?AW_L&6W_ **6MVO+-)U/5O\ BE-) MM+G48[1O#D%PZ6$=N6WC8NXF53\N#T%:\?CF[746BDL$^Q1ZJ^F-*)29"RIN M#[0,8Z @=Z+C:.\XHKR";Q9JNLW$&H,9K.QN=!O;F*"VNF5OE(VL>,!QV(SC M-:\7CR]MH7B6P2:"RCL?.DEN"9'$ZCGIR0CYI<^]E4K_ ,0ZWI7B.]@U*>XMX[@R+I6V M*-K63$9(#,%WK(",\G!YXXR!AY'HM';->=:3XPUV31M'B:VM+G4KG3#?R2NY MC0JJKUPO#$GL,"IK7QK=^(M/O9=,M$AMX;%)I7EE*RJ9$+?+@?PXZYY[4GI< M%JSOZ*\G\*?$#5+OP?\ :(M.ENVL#;VTSR,[S$L@9YF15+;!G@@$G!]*W_$N MO2WGA309=-NMG]LWUK!]HMG(VHYW,5. 1PI'0'FFU9V [FCCUKSFU\8:M'?7 MUH5CNW?Q#)IMMYI""*,0JXR5&3SGKSSUJ'_A:4T>EK=W&EHDDMM*8464D27" M3>5Y0XZ$E2#UP3Z4#L>F45P=OXYO;K66LX]&FDBANQ:3M%#,^UL#<^\)L"@G MNP/>L\?$'5;W13<16-O;-=V-W/;2>:7,;P$@Y!7'.,C]:&):GIGXT5YU9^-= M9&F6J/9VUQ=Q:,FIW4K2%%8'& H"_>/S'L!VH?XAW\D.L7MKI,36.E+;R3%Y M2)&CDC1R0 ,94,?R%&V@(]%I:\UOO%5U?7NBZM8R,E@-=&GKY MAPV"#[>]>E4 %%%% !1110 4444 %(:Q_%1U8>&[PZ'N&I;1Y&P(3G(SC?\ M+TSUKCM5\1S)X0O;RQUW6$U"UNC9+#/#:^8]PQ"JC 1%2 3G*]L\TKZ7 ](_ M&G5Y/J7CB^M?$^D:4NNVD0MKF&TU!7\H27,C+ESM(RJ+\HW #)8CM7JXZ"F MM%%% !115+4R5L)W^V"S54+/<$+^[4)O$UZ MT%J-2G@MIXKR\M;U[:(33PQX\KF4444 %%%% "9'K1WJAJJWS:=.-.EBAN M=OR22)N5>>3CN<9_&N 7Q!X@N/A'8Z]%>W1U(VSS23000D,PSRX88V<<[!NZ M8]P#T[\:6O)H?&>L3^,;>--2#Z4US;P&6&%?L^7BW,C$KO$A;!&&V@$ \UZN MM NMAU%%% PI#TI:HZN+TZ5<#3I8H;K;\DDJ;U7U..YQG'OBA@7?QHKRR#Q! MXCN/"'AK6I;R^%DUK/-JUS90VYDXQL.V12,?>^Z*VX=:U1_'NDVZ7\.'35CC@,$A\K+ASM M,@.[/NRZ%X9 GF:>ZTZ:_O+B!8ED<1XX7>A0?>R?E[8XJQ#XPUN3Q3IY9[V. MPO;V&&WADLQY4UN\0;S?-"??W=@V.,8HMK8&>HBEI!UI: "BBB@!**S-<_M M:-=MIDT4%TJ9225-RJ,Y)QW.,X[9ZUYCK/Q"U"T^'ND,FKP6VN7=@;R2YE6- MU(#V*BN#TS7=6N/'.F6[:C!/I-[I1NHHXD4Y8;/F+]R M2S=,#&*[L=:JP"T444@"BBD/2@ XHR*X+X@:WKFD,DFGM=V]G'9S3MM9I:X3 M3=9UN?Q[9VMW.E(#6_&@5Y+JOBOQ+;^$=(U5+ MBZC5M(-W-=PV2RK).,823"$(I&>1M^HQ6]'J6L7?C?1K2UU6Y6&6U^W:A:M% M"8XT*@*@.P."6/=B< TP9WM%%% !1110 4E4=6^T?V;/]EDG67'RFW5&D]]N M_P"7/UR*\IB\:^(;O0X]FJ^5>6FFW5Y/*+>/+R12$+&X9<# W;0.3P<4F![ M)6+X1_Y%6P_ZYG^9KFXM9UF\\3Z%%9WLDPN;<7.I67DH(K:%H_E.[&\.6Z M MS@\<9KI/"/\ R*UA_P!<_P"IIB3-NBBB@84444 %(:6JFHWD.G6%Q>W#;8;> M-I'.,X &30P+7XT=J\H\,>+]5\0:GKUN-9%QLB@N+6'3Q;O)$'W%D4MP2/E! M+9P:QF\>>)I/#^GW,>IL]Q'9>9?/;VJ?N9/."$SAD.% R"$P<@D<"A:@]#U; MQ9_R+D__ %TA_P#1J5MUS_B202^%7D#JX9H&#+T.9$Z>U=!0 4444 %%%% ! M116/XGUN'P]H%SJ4Q3]V $#MM4N3A03V&3R>PH8(U\C/6C(KQW2/%'B+4+.: M?^W)[^TT^]N4OKK2X[5G\E8P490RD%2P/0$D>M6]4UK5M/OXM9M=3DN+6]@9 M[;?.2##Y:?.81A05;',ID38&W')SSSP2.>*[:@ HHHH **** "BBO.OB#K^NZ(\TUC) M=6UI;V+3I+#9^?'+,&'[N0[&V+COE>O7B@:/1.,4M><1:YK4.K2PZC"&)QN(%;/@O5KBY^T:=JEWJ$FL6L<374-W'"HC++G M*&)0"I]R303$+S4-'NHK::W&]Y'B#G:.R@\9R1RPY%?#_C/_D>O$'_ &$KG_T:U?2'AGQ)QKYO\ &>?^$Z\0=?\ D)7/ M_HUJ+"/J[PSX>TW4O"?AJ^N;=CKI= M?VR\ENDL\AA1&7S?-8L XWE/ES_"JUO_ /"-Z3_:/]H&S5KD;BK.S,%+<,0I M.T$]R!6KBC%(#!;P9H+V<=JU@/)B#+&HE<;58890,CCM6O2TP,!?!N@1@^5IT<1,21%HW9#M3A1D'/ M)&>N.*9K/A6VU#0;73+)H[$64T,UHRQ[EB:-@1QD<8!'7O70T;:/,#)3PYI2 M3>>+*(3?:C>EAG_7E=I?KUQQ4)\(:"T=G&VF0,EE.;FV!R?+D+;BPYZYYK@-!!"=/4I!&8D'FOQ&2#L)SRN0/E/%69= M%M M]2%E##;W&H1[99"FX,0FQ25R,@# QQ6MBEI <9:> 8K73?"^G"[4VNB2"=E\ MK!GE"D!NORC+%L<]N:[.BBF 4F:6D(S0!R%YX]DM+ZXMAX-\57 AD:,3062- M')@XW*?,&5.,CBH/^%BR_P#0C>,/_ "/_P".5VV*7% '$?\ "Q9?^A&\8?\ M@!'_ /'*/^%BR_\ 0C>,/_ "/_XY7;XHQ0!P5UX[^VV[P3^ _N.1]A0'Z M@B7(/N*S(];TN*&VB7X;>*]MM3FO4,4F* //;SQE# MJ#6[7?P_\72M;2B:(FP3Y7&0#_K?,/_ " M/_XY7;XHQ0!Q'_"Q9?\ H1O&'_@!'_\ '*/^%BRY_P"1&\8?^ $?_P /3TL$^''C!;1,[8A;< 'J/ M]=]T_P!WI[5ZKBEQ0!Y>-;TI=0%\GPV\5K.&5\BP4+N4;0VWS=N0 !G&:V%^ M(DP'/@;QA_X 1_\ QRNWQ1B@#B?^%BR_]"-XP_\ "/_ ..4?\+%E_Z$;QA_ MX 1__'*[?%&* .(_X6++_P!"-XP_\ (__CE07?CK[=:O;3^!?&9C?[P6S5#^ M8E!KOL4F* /*EU'1ETU-.7X;^,!:)G;#]E^7!ZK_ *[[IP/EZ>U3-KNG/JL6 MIM\//&/VN$;8G6U "# & HFP!P. ,'%>GXHQ0@.('Q%E Q_P@WC#_P (_\ MXY2_\+%E_P"A&\8?^ $?_P ^.!J%L]O<>!/&1B<88+9JA/XK*#7H&*3% 'E'V[1/L5O9_\*T\6^1; MEC"IM ?+W## 'SL[2.HZ>U7D\3V::C'?CX>^,#<1#$;&S4K'QM^53+M7CC@" MO2<4N* .(_X6++_T(WC#_P (_\ XY1_PL67_H1O&'_@!'_\ M,FB<88+9JI/XB4&J,.OZ?;Z))HT?P[\7_P!G2*5:!K,,N#VYER!["O3L48H M\P_MW3_[5BU/_A7OC/[9$H1)!;8VJ !@#SL8X'&*UQ\1)1_S(OC#_P (_\ MXY7<8I,4 <3_ ,+%E_Z$;QA_X 1__'*/^%BR_P#0C>,/_ "/_P".5V^*,4 < M1_PL67_H1O&'_@!'_P#'*3_A8DN/^1&\8?\ @!'_ /'*[C%&* /.-2\5VVK! M%OOA_P",9T0\(UFH0]/O*)<-T'4&JZZ]8)JDFIQ_#[QFEY+(LDDB6^T.5 R M!-@X P1BO3\48H X=?B)*!C_A!O&'_@!'_\,FAD&'5;-5)'U$H-9:ZMI*64-D/AUXR-I"9-X@L'UE=6;X?>,S?(,+*+;&T<< >=C' XQBM;_A8LO_ $(W MC#_P C_^.5V^*,4 <1_PL67_ *$;QA_X 1__ !RC_A8LO_0C>,/_ C_P#C ME=OBC% '$?\ "Q9?^A&\8?\ @!'_ /'*JW_C9=2M)+6Y\!^,FAD&'5;-4)_% M90:]!Q1B@#RM=6TI+*"R7X=>,OLL!RD#6V4'3@J9L$<#@\5HP>,8+?49[^+X M?>+5NIU5)918)EE7H/\ 6]!FO0L48H XG_A8LO\ T(WC#_P C_\ CE'_ L6 M7_H1O&'_ ( 1_P#QRNWQ1B@#B/\ A8LO_0C>,/\ P C_ /CE'_"Q9?\ H1O& M'_@!'_\ '*[?%&* //[SQNM_;M!<> O&#(QSQ8HI!]01+D'W%9O5,4F* /,8M>T^'4Y-0B^'WC**ZED$ MDCI;[0[ 8!*B;!X ZBI/#GCV6U\/6<'_ AGBN;8F/,AL4*GD]#YE>E$<5B^ M$1_Q2UA_US/\S0!A_P#"Q9?^A&\8?^ $?_QRC_A8LO\ T(WC#_P C_\ CE=O MBC% '$?\+%E_Z$;QA_X 1_\ QRC_ (6++_T(WC#_ , (_P#XY7;XHQ0!Q'_" MQ9?^A&\8?^ $?_QRD/Q$E)_Y$;QA_P" $?\ \ M*_WMN+9@-.C_ -4,X4?O>!SV]O05Z1BDQ0!Y3%XIATW5M+2R\#>*;>*);EO* M-FF^1GVDL,R$DYZDGO70?\+%E_Z$;QA_X 1__'*V]0'_ !5>B^\5S_)*W,4 M<1_PL67_ *$;QA_X 1__ !RC_A8LO_0C>,/_ C_P#CE=OBC% '$?\ "Q9? M^A&\8?\ @!'_ /'*/^%BR_\ 0C>,/_ "/_XY7;XHQ0!Q'_"Q9( M=/?4?M[_ Y\6O<[64,UBI"[OO;5,N%)P,D &I=-\4VFDO.]E\/?%\2Q:UK$O_"&>*V\V2([%LD+)B-1\P\S MC/7Z5J?\+%E_Z$;QA_X 1_\ QRMS2QGQ%KWM+#_Z*6MK% '$_P#"Q9?^A&\8 M?^ $?_QRC_A8LO\ T(WC#_P C_\ CE=OBC% '$?\+%E_Z$;QA_X 1_\ QRJ& MK>++;7+0VFH_#_QC-;DY:/[&JAOKME&1[&O1L48H \LEU;2YI;667X>>-'DM M!B!C"NW%>HXHQ M0!YJWB2P>YL[EOASXL\VS4+ 18)A .@QYN#CMGI7S+XHG>Z\6ZS<>5-!YM]. M_E3+ATS(QVL!G!'0\U]R8KX?\9@?\)UX@X_YB5S_ .C6H ^Q/!/_ "(?AW_L M&6W_ **6MVN"\.>*(;'1?"VAQVTMQ>3:-;SA49%^01J#C<1N/4X&3P:U;/QS MI%RVIB226V&G77V:1IHV =OEQMP.22P '7VH6H'445A?\)9HIMHYAJ"D22M" MJA6+EU^\NS&X$ 9/'%9^E^/-,O9[V*ZFAM6ANY8(LR;O-2-%=I.@P,-_]>@# MK:*Y;6_%\%IX4N=7TPBZD^6*V1E91),Y"H,'!P2P/TH;QC%:Z/K5Y=02,^B_ M)=", "1@BL=F3T^;N: .IHK&M_$FEW-P]NMXHFBC$LJ-D",%=WS-]T'!SC-2 M:7KVG:T)#I]V)M@5B-I4[6^ZP! R#V/0T :M% M095T/7L?H<]10#T+M%%% !1110 4444 %%%% !1110 44W)KFV\8VB^)+W1F MMKQ9+2S:\>4QX1E4@$+W)Y],4 =-17,>&/&5KXHGN8K:":)H(XYTB%P--63?^_0%F0X/RY+!'?&%IXDU#4;2T@N$%D4_ M>2 ;95;.UEYS@@9Y]155_&K_ -E:IJ46E3_9K!Y8_,DF15=T?8>A) ZG)'04 M =?17*:%XP.ORVT5M:J9&0O=,DVY(!DA<-M^8MC(Z?+S75 T +1110 44UF" MJ6)P!R37.>'/&%KXFO\ 4+:U@N(Q9E/WDH 656R5=>AU5%(O3O^-+0 4457O;J*QLIKJ=]D,*&1V] !DT 6 M**PO#OB.'Q':O<6RA8UQ@^?'(>>?F"L=I]C@UCR?$*S-OJ4UG$LZV08$FYC7 M)#A22N2RKD_>*XP* .UHKEM \7_\) ]K';VHW&,R7;+-N6'DA<';\V[&X=/E M(-=1V_"@!:*** "BJNHWB:=IUU>R*S1V\+RLJ]2%!)Q[\54T759M8T^*\:QF MM(YHUDB\UT8LK#(/RDX_&@#5HKA]3^)-C8:M?:;%:332VL!E\YF"0MAU1ANY M( ++CXA:U2VM!DQ&2Z82[EAY(4 X^;=C<.!\N#WH6H/0ZFBBB@ MHH[TQV"*69L #).>E #Z*YKPWXPM/$\]_'9P3HEHZ@22 8E5AE77G.".1GUJ MF?&[MHMWJL6E3+:P.T:R33HJLPDV'.,E1G)R1T% '8T5ROA_Q>?$+6RV]G@F M(R73"7*P0([E1G:@Y/L*QM(\1 MKJE_?V,EI/:75B5\V.0JW##((*DB@#=HKB7^(=F]G>W%E$DR6S;=SW4:?QA, ML 2R+DYW%>E7?#WB\^(C;BVL\9B,ETXERL)SA0#CYMV-PZ?*0>] /0ZFBD7I MWI: "BBFR.$C+LP55&22< "@!U%=:R3NJQ3()!&6+#)4 D$Y'0T =Y17+>'?%W_" M1-;BWM-H,)DNG$N5A)/RJIQ\V[&X'CY2#WKJ>U !1110 452U;4(])TB]U&5 M6:*T@>=U3J0JEB![X%5])U674M-2^FLYK.-T$B"5T8LI&<_*31<#5HK@[CXE MVL<*.EC.HN$\RTEGD5(I4$@0L6&2@&03D=#6GX;\6GQ$;86]IA3#YET_FY6) MB?E4''S9'S=N,'OB@#J:*** "BBH+F22."1XHC+(JDK&" 6/ISQ0!/16#H/B M+^VY]1A^PSVSV,WDR>8RL&;&2 5)SBLK5O'@TFZDM)]-FAN/+66(W$JK&R-( M(]S,-VP G)R.E '9UB>$?^15T_\ ZYG^9JCX=\6MXC:W^S6>U#!YER_F96%C M]U%X^8D9;MQCUJ]X1_Y%:P_ZYG^9H VZ*** "BBD- "T57N[E;2TFN'#E(D+ ML$4LQ &> .2?:N4@^(-G&XNKV2R@M&"B1G3);/. %)Y-*X'9T5 MC:?KL>JZ!'JUE!/*DJG;#P'W X*G)QP01G-?$V&VF$0TYTECG>">.XF"$ M,K(I5, AV^?( (X!YI@=-XL_Y%R?_KI#_P"C4K:KD-2U=M9\+WMS'!LL_M$2 MVTI;)F42IE\8X&+J6BWFIVVC7Y6TDD2>%S&K)L4,3RV._3K5*+XG64;;%J M8MZ/YF9F.Q&7]WC@,7"@YY(Z4 =)J'_(UZ+_ -WN&>$/OV$A.,X&:Z6@ HHHH **** "BL#7_$HT!1-/8W,EJ&19)XRN$W- MM'!()YZX%$/B99/$RZ')97$,TD#3Q2L5*NBL%/0Y')XR* -^BN>UCQ.NC:C8 MVUQ873QWDPMXYD*D>85+8VYW8P.H%8VC?$/^VML%O81M>R21B.*.YW+L*AF9 MFV_*4!^88/) SS0!OZ5_R,6O_P#76'_T4M;=8>DG_BH=>_ZZP_\ HI:W* "B MBB@ HHK#\4^);?PKI#:CP'N: -RBN?$'_ &$KG_T:U?7'A_Q=_P ) ]K';VBEC&9+MEFW)!R0H!Q\ MV[&1T^7![U\D>,_^1Y\0?]A*Y_\ 1K4 ?2\?A23Q5\/O#=NPL51=,M2D\D): M> A$):-@>"0!_7/2KLG@6]5KX0W\1674H]3A,D9+"1552KX/(.WZ\TOASQ18 MZ;HG@[17S)>7NF6[*JNBA%$: D[F'KP!DGG KK$UG2Y(GE34;1HXVV.XF4A6 M]"<\&A:;#9R5OX(O[364UV*^M_[3-S--,K1'R2LBA<*,YR HY[\U4MOAK/:> M(;[64OH'GOWF2ZCDA)22%U7"XSP0P)R.N:[<:WI.Y5_M.RW,,J//7D8W9'/I MS]*;?:[IVG:)-K$URKV,*&1I8OW@*CN,=?PI".-L?!NJ6NIZ39SRM/I-K=&] M"F5F2 H@6*)=[%\ Y8=ABKNI>#;RZ;7;6WOH4L-:\U"^:*^-I:7MJ]M<+;[@TP,?EJ74ML)7L<9[5H M>%O"S:"6>X:.:X%NEOYRS3NQ5>V)'8*,\X7%= =3L%GBMS>VXGF&Z*,RKND' MJ!GD?2J.H:_:Z=K-GIDBR--328')V?PWN-+@23 M2M2BLK]HKJ*XN8H<&82,60GU9"1@GM21?#J^2*:1M41[MK^VOHVE,DHW0\89 MG8L<_7BNATGQ9;:EH][JLEO+;6=L&E220$": D2#('7!X]J@T#QO:ZJ88;^ M :;>2VL-SY,TRD?O<[54G!9L#I@=:: IGP5>QWSZC#>P?;/[5;48PT;>7AHE MC*GG/;(-;GA?0O\ A'M(%FTWG2O-)/,X7:I=W+-@=ADX%:?V^SR!]J@R9/*' M[P??_N_7VZUE:GXKTK3(K68W"3QSWL=D6@D5A$[YY;G@#!SWH0;F_FC(JC)J MVFQV:WCW]JMJYPLQF4(Q] V<&L;6/&-CH\U[');W$WV.Q%_(T(4@Q%L$C)'( MP3]!0!T^:*AMY8Y[>.:-@T0:E% "T444 %%%% !117/V_B>&\\3W M&D6]M+)% -DMV%;8LV,^5TQG:!F9/F4J0RD@@@\@@@U?[4 +17/Z+XFAUO5+VVM[>7[/;L5BN MB#LF93B0#C'RG ZG.?:M\G% %35+%=2TRYLG)5+B)HR1U&1C-C^(=/UM+@VDCA[9_+GCEC*/&< C(/(R"#0!1L/#]Q9ZUK6KO<1S7=]M M2$E.(HU'RJ?7DDGZUC?\*_;^V--U$7B/- WFW$DD?SM*7W,Z'^$L/E/^RJCM M6Q!XY\/W6GWE]!>&2WM)E@=EC;YG;&T*,?-G(QCKFM32-8L];LVNK)V9%D:) MU="K(ZG!5@>010@-"BD/2L"S\407OB6ZTJWMY7@MAY,QL\3;6 (P<&K0.:JZCJ%MI=A->WDGEP1+N=L9I M,#D]*\%ZAH>N7M_I^L;H[DVR&.YA5L11C:P^4*,XX!'3N#4MKX.EL_%MQKMN MUC:NUO)$$M;;RQ.SMNWS8^\1BMS2O$.G:Q!<2VLKC[-(8YTE0HT3 9PP/3@@ MU2LO&FD:BLQLS.HI@8__"OV76=-U%;M'EMW\VXE M>/,CREMS.I_AW#Y3_LJ!VKNEK-T36[+Q!I_VZP,AA\QH\R1E#N4X/!]ZTB<# M-'00M%<_9^)X=0\27.EVUM*\%MF.2\ .P3CDQ=,9"D'.>^*WQTH&5-1L(]2T MZXLI7E2.=&C9HFVL 1@X/:N5TOP9J.AZY>7UAK&^.Y:V0QW,*L1#&NUE^4*, MD< XX[@UU>H:C:Z78S7EW+Y<$2Y9L9_R:KZ1KUCK<,\EF[[K>0Q31R1E'C8< MX*GD<$&A;W#H<]:^#9K/Q7/,DDI;G-+36.!F ML#0_$\6NW]Y%;VLHM(6VP73 [+@@X?&0,;6XZG- '0U1U?3TU;1[S3Y&*KA7;:H(;S(TO'VIBA"KG.,''S=#TI;@9.D>%-7TJY6[74 M+3[0T=M:R[;<[6@B&#QG.]L]>@JOI/@.[TO4X;M;Z%A9)=+9J(B"3,P;]X<_ M,!C@"NLT76['Q!I$.J:?(TEI,"49D*DX)!X//4&LW_A-M%'VP/+/'):-&LD3 MP,')DSY>U<9;=@XQ3]1&./A\8];TS44NU>2W?SIY9$S+)*6)9E;/&[(4C^ZH M'05W54-(UFRUNR^UV,A>,.T;!E*LCJ<%6!Y!!J^>AH'U%HKG]!\31:]?7<=M M;2BTA;;!=D'9<8.U]O'\+#'4YK?) '- $%Y#]HM)8=J,)$*D2)N4@C&".X]J MY'1_"&H:'<7<^GW&GV:WES$TEK;6Q6%(E&&"*",.W7=^E;%CXOT;4IM2BLIW MG?3BJSA(F/+9P%X^;H>E6=+U^PU>"YEM6D!M9&BGCEC*/&XZ@@\T!T.9L_ , MVE^)(M5L-6F*0V4MND5RJO\ .[[LD@#*YY/?/>EC^'XAUW3-2CNU9[9_-GED MCS+)(2Q=E;MNW8(_NJ!T K8@\9Z3/I(U0"Z2TW8><6.%"#&6)]JTM(U MFRURQ%Y8R%XM[1L&4JR.IPRL#R"#VH0/S-"BFG@9K!T#Q/#K]Y>+;6THM(6V MV]V0=EQ@X*]&U>?4H;*[W_V<0+ERI55R"<@G@C /(I 8NE^#]3T35[V\L-8#1W4]OO2Y M@4XA1=K*-H4!B,8/0 =#19>#)[#Q/=:W:O86DCVKP)%:VWEI*S-N\R4 _,1Q M^M;N@>)=-\364EWIDLDD,6QD2.55B8 M[G!S5'2-9L=6$I>+>T;!E*LK*<,I!Y!![5=8@#FF(?FDKGM \31:_=7G MV6VD%I$VV"Z8,%N,'#E(-.U;3Y[VVE80V\CQ3>:A0QLAPP8'IB@#F=)\ M#WNE7D-PE] QLH+B*S_0,# &*(?A]]FU_3=2BNPS6S^;-+(F9I M)#N+D-V#[L$>B@=JU(O'V@2I(5N)@ZB-EC:!@\HD)"%%QE@2#@BM?1]8LM=L M!>6$A>'>R')X/$%Q=_9;:46<3E; M>Z8$+< '#E<@=&!'4YQF@#H:I:OIL6L:3=:=/)+'#EH]-94N&\MOO-]T+Q\V>V*0&=I7@_4]$U*^N;+5UEBO+B%I( M[F!6Q"B;64;=H#'C!Z #I3--\#2:;K,^J6\L,,B6SP6D"-*\49=MQ8J['';Y M5P.M=)IFO:?JEO<36\C*+:1HYTE0HT3#DA@>G'-4+;QQH-WI4NHVUR\MO'=? M9/EB;<\O'RJN,GJ.E,+F/#\/OLVOZ;J4=YO:V82S32)F:23YMY#=@Y;D>@ K MN^U4-)UBRURP6\L9"\19D.Y2K*RG#*0>001TJ]VH$+17/Z7XH@U;7[W3K6"1 MX+1C$UV =AF4_/&.,9&1SGO704#*U_;B[LIKW:R36L%L5A2$*598U!^5CP<_I74ZMJUGHNG27U](8X$( M!(4DDDX '4DG%5[#Q#I^HV-S=PR.D=L[).)D*-&R]00:0'-:3X*O]*EMW6^ M@!S;.)9I9(_WTDF'WD,, M !R_S#T4#TK27Q]H3Q2.LEQN1HE\K[.^]O-_U95<9(/K70VERMW;I,LE8.F>*+?5->OM/MH9&@M6,1N@#L:53ATZ8RN1W[^U & M_44HD*/Y>-V#MSTS4N]N+^"R-S=26+A9UAMV;&<@$<(-+CU'3V=K:0D*SH5)P< M'@^XJGX48#PKI^<8\L_S- (W*6N>\/>)H?$;W=M.S>#MSVSCG%<#;> =4AAMY#?V9O+34 MY=0@?R6V$R[@ZL,_[7!'/%>B5D:UXDT[03$MZ\N^57=4BB+ML499B!T4>OO2 M8&+:>&]=TK0O[+TK5K:$+:E$EDMRS+.SEFDZXVX/"]C267A&ZM_#L>B&>"&W M>;==20AVEN%.2^YV).YSU;TSC%=))JMLFG1WR>9/#(H:/R$+LX/3 %9!\=:% M_8MKK(FF;3[D K.L#%4RVT;^/E^;CFFP7DD/_HU*W* "BBB@ HHHH *SMPG MEFCC=E8M"P!X.0.01C(Z$5HT4 >[NHIXR#,AQB,L MF" 2/FQP1QP*VM6\*7.MVZP75U#%##:E((+>,A%F((WG/4!> .V3[8ZVB@#B M-$T)O#NHZ+8,\9^:]E"0ILCC#E6V(O8#/\Z[>L34/^1KT7_KE<_R2MN@$%&1 M2-TKG+#Q7;W^HZE!!:W$EO9943QQLPE=3B1%&.JG'<=ATSSZ5"?"=\OB6?7+:XL M[2Y:VDB4P0%?/=A\K3\_/M/3O[UT]M>QW-J+CRYH5YRL\91ACU!Z5G:/XKTG M7+EK>RED,@C\U/,B9!)'DC>I/WER.HI;,#*U'PG=ZGJ^EZA--9Q7-FZ2/>6\ M!2X?"D-&&!_U9)/!S5+Q#X G\01W,MS=P2W<[NH\V$M%'%M9455SU7=OSW;\ M,=!=^+-*L=573KEYHIWCEDC+0L%D$8#/M;&"0#TJWI&M6VM6BW5K%]2,@C/44P*&@1]9A9VD,;0*7;JV(5Y-=#6)I7_(Q:_P#]=8?_ $4M M;= !1110 5@>,-%N_$/AVYTJTGA@-RNQY)4+87V (YK?HH XR\\-ZY?ZMIEW M=75A+!8(&CMFB?9YP_Y:=>2!TST.3531? =_H^O3:LNI1M2W?S;B62/,DDA8LS*>V[(4CT4#M7R MUXS/_%<^(.?^8E<_^C6K[@KX>\9_\CSX@_["5S_Z-:G<#Z9T;0+R^T[PCJEL M+;;!X>\G][S^\>*/;QW'!S6=!X!\07-Y<3ZB;619Y[&1T+IC$+-OX1%7OQQ[ M$UW?@D?\4'X=]],MO_12UN[126@'FVH> [Z[U>[NA%9F.77+2]3<>?(C50XZ M=>#QWJY+X0U'_A7FN:#']G%S>37#P#?\@5WW+GCC\J[W HVT <#J'@ 32:?. MLS7EU_:%K<7LUXZY:*(8"*JJ%P/0 9RZ3<6<6_[ID#J^TGW4'\J[; I-O/4T=+(.MS MR"'PYK L+K3X+*]LM&U:ZBMETYI))EM(U8F9P3_JT?!P.GS>];GB7P=JFHZI MJ\EG;V+0ZA:6]JDDKX:#8Q)8#:>QX /4"O0]H-+M% 'FI\&:VEXL 6UDM$UL MZEY[3$,Z% I7;C@@^]00^ ]8CM;&R(M_[.L]3MKF.WED$CK&A8N-X0%AEN V M2/6O4-HI=HH \OD\":U'/9SPS(([>[O7-O'(@^28C:1O1UR ""-O\7!HUC09 M/#FA:I>N-UFGAW^SHXY)?,D:3+ +P #G< , ?05ZAMHVBCI8=S,\/6N_INT&CK.D;;ECWD84' SP!SZUT)4&C% WW37 0:!??\+(DO[&TETV!&WW M\JSOY.H!EPG[O[NY<')'3/O7H%)C%'6X>0#I65XBTJ/6=#NK"2)I1*G"K($. M001AB#@Y Z@UK4A&: .%\/>&]8TK[#XD2ZA8V4VF0HQ>_ ME6=_)U#^:[\=*38*4<#% NID^(M*36=#NK&2%I1(!A5D\ MLY!!!#8.#GV-8'AG0=4-L'/W<$5U'@K0;GP_H3 M6][/YUW/<2W,S<8#.Q.,@ ' QR *Z+;[F@#% #6[_2N#\+:%>6GB_4+ZWM)= M)TOYXYK/SV>*XG)#>=&AX48.,CJ0?3GOL9-&V@ /0UP^FZ1K5EXG\1:DVG6I MAU%8A"@NN08U(^;Y>^<^U=S28H XKP9I7B#P]X3D@'\ZQY_ ^L2WM]>Q^7'NN[:[BMYKIIFD>(G.96!8 @X"Y('85Z;MHV MT <]X0T.YT;3;L7AC^T7M[->2)&+ M=1O;>TFTK3"7CELC,SQ7$Y()GC4C"@C R.N/:N]8<4NT YI: . M=*\3Z=KW MB?5+.PL0^I)%]E#W1VHT:E!-9C$@M6$%C;7%M/8Z;)?23J#&3NP[Y*! M@W0<<"NN\'Z)=:+I=RMX8_M-Y>SWDBQG*H9'R%![X&.?6NBVBC% ".#L.*X/ MPEH5Y9^*M2O+>SFTG2\O')9-.[Q3SEMQFC5N%4@@<=<>U=\>1BD Z4 -=ZOXG:=8+*SUAH,/')YK!8EP59<#AO8]":]%Q28I6 X30/#OB31VU M*W::R:'4+ZXF:XC!5H59?D=4.03N_A)X'U>L;11MI^8'.^#M#N=#TJY2\,?VF[O9[R18SE4,CEMH/ M? QS70,O&.#]:=CF@C(H X'PAH5Y8^*-1NX+.;2=+R\*:?=N,T:L,* MI!QQUQCM7>\[?PI=HHQ0!P>GZ%K4&O\ B>]EL85@U4Q&)8;YHW 1-N-R@%2? M4'BC2?#6MV.BW6CE;<6=_/=&3,Y>2V20$K\^,RL6/+,4 MIX UR2]L]3G%JMSIL%K!! LQQ,(F8LQ;'RYW<#!Z5VO@[1+G1-)N$O#']INK MR>[D2,Y5#(Y;:#WQTKH<<4 8%,!KYP<8)Q7!^#]"N['Q+J5W!9RZ3I>6C:Q, M[/%+/NW&:-3PJD'''I[5WV.:,87?@W7+Z^\23&VM(5U"XMKFW N< MX, 4;6PHQNQU'2O4*3'N: ./T72]F,UA6_A'7O*N7>UM(Y!K?]JPHMSD," "A(7@X!YYKTW;[FC% '/\ A#1+ MG1=(FCO#']INKN:[E2,Y5#(Y;:#WQD#-=!VI:,4 <%I.A7L'Q%O-0M;233;0 M%C>!9V:&_=@-CJA& P'4COFN]I-O.?2EH Y_QGI%UKOAFZTVS\DO/M5EE PR M;AN )!VG&<''!Y'-86A>&]6TO2I=(FM+633+R:X,L;7),L,;+E5W[+)>W&H1O=J8[>"UMGOBDD:19(/G1*A!!;CZ0N9" 22%W'EL# R?2M[:*,4 (_*XS7!Z1H-]#\ M0[W4+:TDTVSRYO%6=VAOG< K(J'Y0P[D=\UWW6DQ1UN'2P#I6+XHT==;T26S M:)Y&WI)&$E$;!U8$$,00,8[@UMTA&: .&T;P_P"(-/LKBU:X0OJ<\\MW=-(# M+;[EPFT!0K'UX4>E9,'@?Q'I:^(TTZ\LS]OLX+2UDVF,KM7:S$9." 3ZY//% M>G[1BC;0!1T;2[?1=(M--M5Q!:PK$GT ZU1\*C/A33^F?+.,_4UN8K%\)#/A M73_^N9_F:-P.<\%:#>:=KVIW$5I+I6EDF,:<9VDB:8-EI8E8853GC'!_"N]' M04;12T %%%% !7(>-?#=SK+PW&FAX[];>6W$ZSJ@5' R&5D;<..V#QUKKZ0C M-%@.3ATK5+?1GT=K=)K.VAAB@DAOI+>67"_/EEP4P>F#R*YV3P/K?_"#Z7H9 M,+75J4,4JSE(H-L@8;H@-DV .K+RSM@K*JD87W([YKT/K2;11U Y'0M$U;0?#EE8P"VEO)I'EOYY';Y7?)+ MCCYOFP,'' KE]!^'-_96=[%?V=K+#.Y,8FF63?O1D53$H/(1>!QQ7 MJVT48H Y/P_X?U>WT>.#5]7NG822DP"19E:-B=J/(ZEVP.,@BL;1O">M:%=R M7]FB/]FM%M+&SNKH,%4R9;+K&, #IG)SWKT7;1M%'6X'#:GX6U'4/&%OJ:QQ MI;Q0SQ3^;=/*)DD51L1&_P!3DCEDP3[U<\'Z#J6CW6H>?(\.FMY:6=D]Y)<^ M2%7#$._(!/\ #T&*ZW;0!B@'J8NDC'B'7_\ KK#_ .BEK;K$TK_D8M?_ .NL M/_HI:VZ "BBB@ HHHH **** "OA[QG_R//B#_L)7/_HUJ^X:^'O&?_(\^(/^ MPE<_^C6H ^Q/!/\ R(?AW_L&6W_HI:W:YWPA5)89D#QR(U %VBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "L3PC_R*NG_ /7,_P S6W6)X1_Y%73_ /KF?YF@#;HH MHH **** "BBB@ HHHH Q?%G_ "+D_P#UTA_]&I6U6+XL_P"1:EJI\9V,.G66IP6<5W'$VYI1$T!BSQ&%\L+D]2Q;/M@#K?!F/^$$\/?\ M8,MN?^V2UN9&#UX]J 9Y)X5CU.TL](M-135[.R$%PT:VJ2*?/-PV-^T?W2" MPVG)S3Q>^(;A=/L)5U5F1M12]WQOM8$-Y0)(PP_NUZQV/-(<=Z5KAL>0+>:] M:6/A6RM+/589+>'3EF*F4)L.!(IC"[3@<,7.1V JSI]C?:;;1VUK!J(N5\2[ MYED\UU\DF0JP+9&T\9(]LUZMT'%-+JKJ&OTJF'2QY0ESXF&F/)#-K M)U/[#?-J"RK)L60!O*\H$;0M #Z*8DJ2*&1@RG MD%3D&AI%52S' '))Z"@!]%1F>)4WEU"$9W$\4[>* '44W>,XHWB@!U%1-<1( M2&=5P-QR>WK]*2VN[>]MTN+6:.:%QE)(V#*P]B* )J*** "BBB@ HI"<4;A0 M M%-WBG4 %%%% !1129H 6BF[A2[A0 M%%% !1110 444TN!US0 ZBF[Q2YH M 6BBB@ HHHH **;O%&\4 .HHHH **** "BD) ZTF\9Z&@!U%-W"ES0 M%%% M!1129H 6BDW"DWC.* '4444 %%%% !1132X&.O- #J*3<* ,XHWB@!U%-WBG4 %%%% !113=PS0 M ZBDW"C<* %HHHH **** "BFE@.Q_ 4;A0 ZL3PC_P BKI__ %S/\S6SO%8W MA'_D5K#_ *YG^9H VZ*** "BBB@ HHI"<4 +13=X]Z-X]Z ,?Q9_R+D__72' M_P!&I6U6'XK8'P[/_P!=(?\ T:E;E !1110 4444 %%%% !12$@4S[1$9/+\ MQ?, R4SSCZ4 9&H?\C7HO_7*Y_DE;=85](DGBG1&1@RF*YP0\9_\CSX@_P"PE<_^ MC6K[=$\3!"KJ0_W2"/F^E?$7C/\ Y'GQ!_V$KG_T:U 'O]I+IOF>&8M8NUAL M_P#A$HW0/.8QYGR8(Y&6QG'>FIXL\3VMMIUC)<&UD_LP7,4MRT,8N)/,("R& M4C@*%R%PWS9KT/P9$DG@3PZ70,?[,MNH_P"F2UNM$C8W(#CID4(;/+-1\4>( MQK%RD.HK;QQZU::>(1;HZA)D7<ZI8>'VW:A)_:43W@C= M885$XA<*-^[@\-RJ#)SD8Z5Z[Y:9^Z.N>E(88R>8U/X4N@NIYE>^+=ZF MBO56UM]2T^W%J84(>.=$+Y;&[(+9!!X[YK/MM6O-9\>>%[B\OA),E[?QO9B- M1]E 4A!P,Y(&?FSG&17KWEI_+O$%UJEUMGBC$5Q=1R6G K0$<>XG8-W< MXI= .$?6]:L_A2NMM>&XU&:".8RM"H6 /MR0H R%!)YS[FN9M]?&D:KXADCU MB:;[5?PQ17L20Y?$!;[[8B'W<9QS@@#)R/8RB[=N!MQC&.*:8HR,;%QZ8IWL M[@>2Q^-/$QM]'W3JS:[:QI:N(5Q#<*^)">.G7\S2^9I[.\,:L A9AC)&.2!G'U-.N]& MMKW5;#4I&D6YLB_EE&P"&&"K#N/Z@46 \FL/$NMV^BV\-A>16<-MX?;45CCM M4PTBS,N,8X4C&0/3@BMN[\07FJP^)+>[U 6HALBL&G>6O[]&MRQDR1N/S$X( M.!MP1FO3#$F,!%Z8Z=J3RHR>5&<8SBD]= 3UN>':GK%W<^$!ILVH"VBM[/3# M;V>Q,W(;:7?)&XXQV.!CG-=QXR\0:CI>I:986MPUG;W%O*[7(,*_O% "KNF^ M7'))'4XXKNC#&<$H"0,#(Z4K1(X^=0WU&:;!'E,OC3Q!'XCTFPN+NTCM;I;4 MWUS @>.TD8,3&K<@B0A<$D[0?<$5[;Q5K>K6RVR:N;BYNDOXY[6WAC5K=8\B M-QQD$\#)X.[@ C->N^3&?X1^54-&T*ST*P6SM YC#N^Z0@MEF+'G'J32: \W MT"422?#N87[7TMW:2V]RTA5CM^S[BAV@?=91][)]2:],TG38=(TV*QMV=HH@ M0I%;^/3TOX(;,1J?+G1E+/(2.N3M !Z!2>_'K M(Z"FF-" "!QTI]"VL#W"BBB@ IC' IQI.])@>->%M8^S>.KRZOKZ3["L=Z[. M6)= L@/^D+N.P* 0N!R/3I5[Q%J=_<>.-$O&2^BL%OXH+,1J1'.C(6>0D'G) MV@ ] A/>O5/)CR3L4$]>.M.VKQP..G%/L+N.S2T44#"BBDH 6O&/"FLFT\<7 M5U?WTGV$0WCLY8EU"R9S<+DA-H&%P.1Z=*]FS3/*CR?D7YNO'6EUN&ZL>=Z[ M>Q-X]\/RVDP8/< 2>1<,TSJT9P&B. (NAW GGM7HPZ4T1)G.T9Z9Q3P .E-; M6!ZBT444 %(WW3SBEI#R,&A@>0Z#J%WIGC4R7UV&AM[:ZEU6ZCNA+"1Y@\LD M G80,C!P< ^E:^J:CI>H>/\ 3;33=2CCNX)4GO)FNMOR%<)"JD_,6R#@#CKU M->B>5'R-B\]>.M'D19SL7/KBA /7I2T8Q10 4444 -?I7D/A_4+G3/&>^^N\ MP6UI=2ZK=)W M2M-=:O?^%FS>8UO<*=0AMH+9U?S4@:('SHR& VYR3E3]17J7DQ\D(HSUP.M. M\M-V[:-W3.*.P#J6BB@ HHHH 8_"D\\#M7C/@_6_L/BV:[U+4&%B+2XD:7>2 M0!-UN5W$(P& N.HS]![13/)CY^1>>O'6EL[ATL>>F\CL/B66=(+_ /M2=/L_ MEW3>;9JL(!)BVXV$@G.>]>B+31$@;=M&[U[T\4P%HHHH *9)GRVVD XX)Z"G MTA (P:3 \A\.:G-I7BPRW]V/)MK&9]6NDNA-"S&7]VQP3M/WA@X.!TXK8^UQ M:?\ $S]Y'#?MJ: /-_%%Y%8_%#PXYU=D,L=RKVTEP!&G[H[ M/EXY)/?.36/X9UE++5=.O[N_="EE1F$;B0!-XYVG)8#V'I7KIAC)R47 M/K@4>3'S\HYZ\=: 9Y9'K-\GQ,E$H@N2VHI;16K*_G10&'(E0AL;,YSE3UZU MZN.E,\I-V[:-WKWI]"V0=;A1110 AKS;Q1>16/Q3\.L-696EBN5DMGN $0B+ MY/EXY)/?J>E>DFHVB1FW%%+9ZXYI6U \C\+ZU'8ZCI]_=ZBRA;"XDUHO*6$< M@E 3>.=K9+ #T'I2+?7+?%V+%S*]O_:+1;%<^>/W/0IG'D\J/! M^1?FZ\=:41)OW[1N]<<^(+RWLOBYX;+ZPR":.Y6 M:W>Y CCP@V?+V))/7K57PKKFF:1XH\:?;-?\ZTMY;=UEN+D2'!C^8C'8,<<# MBO33%&S;BBD^I%)Y$?.$49Z_**$#//8;I-.^)1AEBAOY-3N&:%XKIC+9HL0^ M_$5P%)[Y_BKK/"/_ "*UA_US_J:UUB0,6"C<>_>LCPC_ ,BKI_\ US/\S0MK M!UN;=%%% !1110 4U^GX4ZD(!ZTGJ@/*M!N;(^(O'&GR^))?)W6[).]ZN\#9 ME]IZ 9X.,8]JL^!?$=FOPOTJ&XU1GOY[>=4"2>9,S+N8@?[07GFO2/(BY_=I MSUX%*(8U.0@!^E##JCQ+PEZ( M>^N]T-E$;CR1YA'WRV0%"]=QZ=NM<=J.F76ESI=66LC4;H61N+J6"/YTC,:H MS&8,HPZE/H#06<= MK% +RV1(9?-C(C*J&5\#<#C.<"N\K!OE"^*=%"@ >5<\#Z)6]0Q(****!A11 M10 5YY\79%M_!QG&IRVAXJ-XT?[R@_44=4QH\ MWU34K*/XK^&Y8M<$D-S!<;X3=*8E^1-F%!QR22,\D_HWXAZM9ZEX3CO=,O8V M)<>5-#QVBG>5&0 47CD<=*70E&'H3^ M9K.MOM9=SP-ANHS"O7WKH*Q-*'_%0Z__ -=8?_12UMT^HPHHHH ***2@"I>7 M4]O+$L-C+IW$9_#->/3B_U?Q[Z?]MTRXD9+B,M% J2K ML)3(!&U>>1]XC->UX&[-,**6R5&>G2A:,.AY/XVO;9;B.9=EAN8 MPF.-W;,BQ8;))[;AL3:.>:^?/&9_XKGQ!S_S$KG_ -&M7VWL4LI*C(Z''2OB M3QG_ ,CSX@_["5S_ .C6IW$?1^@7EW>R^$]!-]/960\.PW8\A]C3R!47&[KA M02<"M.]\:7%AXCM-,MYH+NV-REG*3"Y<,8]^XRY";NGR8/'.><#2\-Z1INJ^ M O#0U"PMKOR]-MR@GB5]I\I>1D<5KGP]HOVL7ATBQ-T,8F^SKO&!@,_$VKV_AME32HI-;$S#,,C"%8USD_.-V<'CC&1R<1N))]Y/R+R-AP.I#[) M&1\PKLKS1M+O[J.YO-.M+B>'!CDEA5F3!R,$C(YYICZ#I$E\;V32[-KHLK^> MT"[\CH=V,Y%(9R/AKQ%JMI\--0U_5)TU"2U^UR(@C*,?+DD 5FW-Q\H[# ]> MM96G^)=3MO$6JW-_?VAFDT^Q\E8HI&B5I6/2,,2S<] 1NP.1V](@TG3[07 M MK&VA%R2TXCB5?-)SDMQR>3^=54\+Z EO) FB:13ZA MT.%;XG:G!HEMJ,]G;,MRES;Q!8W7==QN51<%C@,,<=00>:Z+2/$VIS>*7T?5 MH[:!C&?($<3XF*JI=E?<1@$D;" 1ZFKVH>$["\CTVW@CAL[2QO!>>1# H5V& M2/IR=8E$C#W;K0#.(U7Q[JFE-K N(;6.2W#O9P MO"^)8U9%W^8&VM][D *1CO2ZOX^U*SUB[L+6*P/EZC:6222EL+YR$EFP><'' M'''YUV1T+2&FN)CIED9;E2D[F!H8XY'L:R=5\$:/J,%I;P6EK:0P7D5U M(D-NH681YPC 8R.3US0".<_X3S7);FQL(UTN.XEFOH9+B17\HF *0RKN!YR1 MC)^O'-!O&6JF[/B&VMPP&AP7A% 'CM]XGUH6YTNU:\.I6UPPGAAOC M(UPIMQ(&24H-H&02I ]LUO7?BBZ_X5MHL]OJ@FO+HV<5S=1C:ZK(P5GP>5SR M 2!S78GPSH362V9T73_LR,76$VR; QXSC&,U,VA:2RRHVF6;++$L,BF!&60Y9XUQC)[\DC/M74U!9V=M86 MJ6UG;Q6\"?=CB0*H_ 5/0 4444 5-2>./3YGENC:QJA+S @% .IR>E>677B' M7+3PW?%;V]BMKVXFDTZZG4F6.V1,Y)QQN887/.#FO5[RSMK^UDM;RWBN+>0; M7BE0,K#T(/!JK::%I5A;RV]GIEG!!.-LL<4"JKCI@@#!%)H#D+?4]3UOX6V# MZ;?-+K,MM:NY294E)++O^\0 2 _7&:Z'PGJUMJ^B">U-YLCFDA<7C!I ZL00 M2"0>?0FK@T#2$C>,:59A'B6%U$"X:-?NJ1CD#/ [5:L[*VL+9+:SMX[>!.%B MB0*JCV JGNV!9HHHI %4]12YELIHK6X^S3,A"3;-^P^N#UJY4%U;0W<#P7$* M30N-KQR+N5AZ$4/8#RFP\1:_<^$_#,*W37%U>RW7GRR7'D-((V?"^8%;;P!T M';'%=)-K%UX@^'UM-H4LL>H3QV\@B^T*)U4NNX;F(Y*A@"<9K>'A/P\MF;1= M"TY;8MO,0M4"[O7&,9Y-6GT72W$P?3+5O.18Y&-)9(F^V,&D#JQ!!()!Y]":WJKV=G;6-LEO:6\=O!&,)%$@55 M'L!5B@ HHHH I:BES-83QVES]FG93LE\O?L/KC->6Z=XD\077A3PO"MR]Q$R(L7V1(%&208>*9 ZL/<'@ MT,#S22\\0'P-K.H)/JQ7?//I8:5$G6$+\KR;B"5SR!R<8XK=IEG()U19M\"GS GW0>.<9./2A@8GP]U6\U;PRT]Y++,4NYX8I9E MP[QJY"D^^.,^U=9VJ.VMX;2VCM[>&.&&,;4CC4*JCT '2I: "@T44 4M3CN9 M=.FCM+G[-.RX2;9OV>^*\LLM;\077@'0]0GO-0>W-O=O>7=L,RAU+",MC^$8 M^G'->LW5K!>6[6]S#'-"XP\X/6LQ?"?AY;=;==!TU8%.X1BU0*#TSC M&*5@['+7_B?43\/=+N(IXQJMT;6.;#A"GFD#)ZE<\\X/7@5T'@O5FU;0W9XI MHYK:ZFM91)<&?YT<@D2$ L/0X'IVK2FT32[@W'GZ;:2?:559R\*GS0N=H;CD M#G&>F:LVEI;V-M';VEO%! @PD<2!57Z 4^K$BQ1110,*HZHEU-83Q6EU]EF9 M<+-L#[?< \9J]4%W:V][;O;W4$<\+C#QR+N5A[@TFKH%N>2:;XFU^\\*>%$^ MTO<3WD-U/<2/>/0UT0\.Z,L=U&NDV02Z&+A1;KB89S MAN/FZGKZU;BL+6&ZDN8K6%)Y%5'D5 &95Z GN!0@99'(I:0=*6@ I&X6EI#0 M!P^MWVJV?Q(\.Q+J;KIUVER'M @"Y2(D$GJW//;&*PO!GB74Y?$X&KZA(MG- M:2S1RS2?NKG$Q = 0/+"K@8/7/XGT&Z\/:/?7J7MUI5E/=)C9-+ K.OT8C(I MJ^&=#07"C1M/VW*[9Q]F3]Z,YPW'///-" PEO-3C^*BVDFI/+I\^G//';! J MQD,@_$\DY]^U=I66WA[1VU%=1;2;)KY2"+DP+YG_ 'UC-:E'0 HHHH 0UP^N MWNJV/Q*\/0KJCC3KR.YWVH0!04CSDGJQS_*NX-9EWX>T>]ODOKK2;*>[3[L\ MD"LZ_0D9HZ@>?>"_$FI2>(Q_:^H2)9S64LT\O5\0Z?::-?7;ZD9EEG@1@88K89W&0>_0=R>G2LOP?XKNY[N"767*_;[ M>:YCF-[F) DFW:T94"/' !!;.*[:?PYHMS?F^GTBQENR03.]NIB;+E!HUAMNA^_'V=,2\Y^;CGGGFA <_>75_+X]L+;2;^ZE6)FDU.-F!@B MB*'8N,<.6P1CG&2:V_"/_(K:?_US/\S4R^'-%%^=0&CV(O2P_Z $?\ X'+_ /$T ;=%8G]HZ]_T (__ .7_P")H_M'7O\ H 1_^!R__$T M;=1R,0.N.*R/[1U[_H 1_P#@#-/7[6I6XQ-&/-'HWR?,.>]2R0WLXMQ-X M2LG%LI2#=<1GR@5VD+\OR@KQQVXH YE+F_O8-=GBO;FZT$26T=K+_P"@!'_X'+_\31_:.O?] "/_ ,#E_P#B: -NBL3^ MT=>_Z $?_@)M!OHKR\OXY+ MN:V9Y/)E9G1/+17)C(V *P8@YY9@,#J.MGTC[4^^Y\#:7,QD:4F26)CO;[S? M_Z $?\ X'+_ M /$U2U"&\U9$74?"-E=JAR@GN$?;],KQ2: X2X\:W]S=>''BU>9+9)K6"5EA M9!>M(I,CG(^Z,*!CN6]*V/B#KFK6=K+J&FW=RNGPV$DD5S9_.AN58 +)C/R] MN>.M=-)_:,T4$4OA6T>.!P\*-=(1&PZ%1MX([8JK_9C;8%'@G3-MNQ:%?-CQ M&2=Q*_)QEN>.]-Z@6O#DLLVIZM+,NV5S;LXQT)A7/ZUTMQ_P @"/\ \#E_^)H>XDK&W16)_:.O?] "/_P. M7_XFC^T=>_Z $?\ X'+_ /$T#-NN1^)%QJ=EX-O+S2]0>REMU\QG1 6<=-H) M^[R1S[8[UI_VCKW_ $ (_P#P.7_XFJ>HQ7VKP+!J/A*RNX5.X1W%RDB@^N"M M &9XCO+]KW1K;2=0NO[6F>*1X4(\J. ']X\@]",CDYSP*Y"PU3Q!K6M76GMJ MKQQW=MO&>M=J=#B9T<^ ])+H@1&,D654<@ [. M!R:GBL)8))Y(?!>G1R7"E9F2:,&0'DAODY!H#HOV&V"1KA"T0_P!D[>/PKYY\1?"_Q)?^)M6O MI&+B\FEV&X)*[G)QG' MO0@LCZ \$PWHT+0)3(QL&T.V4)D8$@1><=>E37'BZ*QMHY)+.\NF9)Y6-M$H M$<<3!6+!G[9'0DGGCM6#X4^(GA:S\&Z):3ZILFAT^".1?L\IVL(U!&0OJ.U2 MMXN^'SPM$U_E6BEA(\F?[DI!)H[](3#!<6Y:Y6$I<1C)#)O4C#< @@YY(Z$5C7'CGP)= M,C3:EN*1/"O[B<81L;APO?:/?BHX_&7@")U=-0PR.CC]S/\ >1=JG[O]WB@' MY&I9Z[>2002RNN#;W,KGRQUC,CMVS5A?%,(EB1[*\>,^6DMVB((HW< A2 M"^_N.@(&1DUAIXR\ 1Q"--1P@C>(#R9^%2)X@R1YF4L%ROSX&"1][:.XX MK3DUV./18M2:TN"965([=&C>1G9MH4%7*+/AZNCKI2Z@PLU.Y5$=P W;@^-V[/.(KK M4-;TRUM;2\@B8S?:PZQ9C9" 4;YSW.6EY:7)A6Z,,-RB M+Y>1$'"'YMV3\V#C'09K*M/&7@"P,1M]1(:+?M9HKAV.\@L264EB2.IS4!\4 M?#MM2:_;4':=I#*VY+DH7*[-VS&W.WC.* 1T%WXOL[:(N+6ZE86]O.%0("5F M+A1EF"@@H!BJ;MJANH4;FX!QS5B/Q3\.XK9;9+T"%?)PHAN M./)8-'_#V('U[YH?D"-5/&MMJ<=TNFQS))!+&-\JJ4D4OM)&&..AZX/M6KI? MB"+5;^[M(K2YB^RNR-)*T8#D'!PHP\6V^IM9+:V%\S71?((C_ M/5YF>)&1'F6YE8!CDY9P2>0.O2A S7UGQ'):W*VEI:W#NES;12W("&*+S)5! M4Y;=DJ3R%(&1FH[;QSI\UW<6S6MW$T!&YB8G#*7"%@4=L $C.<'GIUK%N?%7 MP\N[[[9/J+M-E&.$N51F0@J2@&TD$#!(-5CK_P /8[>\2UU62*6XMWMP\B7, MJQJW.%5N%&><#% 'H.GWT>H0O-"KB-9'C#-CYBIVDC!Z9!'X5#_ M /H+_P#DM-_\11_PL[P?_P!!?_R6F_\ B* .MHKDO^%G>#_^@O\ ^2TW_P 1 M1_PL[P?_ -!?_P EIO\ XB@#K:*Y+_A9W@__ *"__DM-_P#$4?\ "SO!_P#T M%_\ R6F_^(H ZVBN2_X6=X/_ .@O_P"2TW_Q%'_"SO!__07_ /):;_XB@#K: M*Y+_ (6=X/\ ^@O_ .2TW_Q%'_"SO!__ $%__):;_P"(H ZVBN2_X6=X/_Z" M_P#Y+3?_ !%'_"SO!_\ T%__ "6F_P#B* .MHKDO^%G>#_\ H+_^2TW_ ,11 M_P +.\'_ /07_P#):;_XB@#K:*Y+_A9W@_\ Z"__ )+3?_$4?\+.\'_]!?\ M\EIO_B* .MHKDO\ A9W@_P#Z"_\ Y+3?_$4?\+.\'_\ 07_\EIO_ (B@#K:* MY+_A9W@__H+_ /DM-_\ $4?\+.\'_P#07_\ ):;_ .(H ZVBN2_X6=X/_P"@ MO_Y+3?\ Q%'_ L[P?\ ]!?_ ,EIO_B* .MHKDO^%G>#_P#H+_\ DM-_\11_ MPL[P?_T%_P#R6F_^(H ZVBN2_P"%G>#_ /H+_P#DM-_\11_PL[P?_P!!?_R6 MF_\ B* .MHKDO^%G>#_^@O\ ^2TW_P 11_PL[P?_ -!?_P EIO\ XB@#K:*Y M+_A9W@__ *"__DM-_P#$4?\ "SO!_P#T%_\ R6F_^(H ZVBN2_X6=X/_ .@O M_P"2TW_Q%'_"SO!__07_ /):;_XB@#K:*Y+_ (6=X/\ ^@O_ .2TW_Q%'_"S MO!__ $%__):;_P"(H ZVBN2_X6=X/_Z"_P#Y+3?_ !%'_"SO!_\ T%__ "6F M_P#B* .MHKDO^%G>#_\ H+_^2TW_ ,11_P +.\'_ /07_P#):;_XB@#K:*Y+ M_A9W@_\ Z"__ )+3?_$4?\+.\'_]!?\ \EIO_B* .MHKDO\ A9W@_P#Z"_\ MY+3?_$4?\+.\'_\ 07_\EIO_ (B@#K:*Y+_A9W@__H+_ /DM-_\ $4?\+.\' M_P#07_\ ):;_ .(H ZVBN2_X6=X/_P"@O_Y+3?\ Q%'_ L[P?\ ]!?_ ,EI MO_B* .MHKDO^%G>#_P#H+_\ DM-_\11_PL[P?_T%_P#R6F_^(H ZVBN2_P"% MG>#_ /H+_P#DM-_\11_PL[P?_P!!?_R6F_\ B* .MHKDO^%G>#_^@O\ ^2TW M_P 11_PL[P?_ -!?_P EIO\ XB@#K:*Y+_A9W@__ *"__DM-_P#$4?\ "SO! M_P#T%_\ R6F_^(H ZVBN2_X6=X/_ .@O_P"2TW_Q%'_"SO!__07_ /):;_XB M@#K:*Y+_ (6=X/\ ^@O_ .2TW_Q%'_"SO!__ $%__):;_P"(H ZVBN2_X6=X M/_Z"_P#Y+3?_ !%'_"SO!_\ T%__ "6F_P#B* .MHKDO^%G>#_\ H+_^2TW_ M ,11_P +.\'_ /07_P#):;_XB@#K:*Y+_A9W@_\ Z"__ )+3?_$4?\+.\'_] M!?\ \EIO_B* .MHKDO\ A9W@_P#Z"_\ Y+3?_$4?\+.\'_\ 07_\EIO_ (B@ M#K:*Y+_A9W@__H+_ /DM-_\ $4?\+.\'_P#07_\ ):;_ .(H ZVBN2_X6=X/ M_P"@O_Y+3?\ Q%'_ L[P?\ ]!?_ ,EIO_B* .MHKDO^%G>#_P#H+_\ DM-_ M\11_PL[P?_T%_P#R6F_^(H ZVBN2_P"%G>#_ /H+_P#DM-_\11_PL[P?_P!! M?_R6F_\ B* .MHKDO^%G>#_^@O\ ^2TW_P 11_PL[P?_ -!?_P EIO\ XB@# MK:*Y+_A9W@__ *"__DM-_P#$4?\ "SO!_P#T%_\ R6F_^(H ZVBN2_X6=X/_ M .@O_P"2TW_Q%'_"SO!__07_ /):;_XB@#K:*Y+_ (6=X/\ ^@O_ .2TW_Q% M'_"SO!__ $%__):;_P"(H ZVBN2_X6=X/_Z"_P#Y+3?_ !%'_"SO!_\ T%__ M "6F_P#B* .MHKDO^%G>#_\ H+_^2TW_ ,11_P +.\'_ /07_P#):;_XB@#K M:*Y+_A9W@_\ Z"__ )+3?_$4?\+.\'_]!?\ \EIO_B* .MHKDO\ A9W@_P#Z M"_\ Y+3?_$4?\+.\'_\ 07_\EIO_ (B@#K:*Y+_A9W@__H+_ /DM-_\ $4?\ M+.\'_P#07_\ ):;_ .(H ZVBN2_X6=X/_P"@O_Y+3?\ Q%'_ L[P?\ ]!?_ M ,EIO_B* .MHKDO^%G>#_P#H+_\ DM-_\11_PL[P?_T%_P#R6F_^(H ZVBN2 M_P"%G>#_ /H+_P#DM-_\11_PL[P?_P!!?_R6F_\ B* .MHKDO^%G>#_^@O\ M^2TW_P 11_PL[P?_ -!?_P EIO\ XB@#K:*Y+_A9W@__ *"__DM-_P#$4?\ M"SO!_P#T%_\ R6F_^(H ZVBN2_X6=X/_ .@O_P"2TW_Q%'_"SO!__07_ /): M;_XB@#K:*Y+_ (6=X/\ ^@O_ .2TW_Q%'_"SO!__ $%__):;_P"(H ZVBN2_ MX6=X/_Z"_P#Y+3?_ !%'_"SO!_\ T%__ "6F_P#B* .MHKDO^%G>#_\ H+_^ M2TW_ ,11_P +.\'_ /07_P#):;_XB@#K:*Y+_A9W@_\ Z"__ )+3?_$4?\+. M\'_]!?\ \EIO_B* .MHKDO\ A9W@_P#Z"_\ Y+3?_$4?\+.\'_\ 07_\EIO_ M (B@#K:\\U'_ )"EW_UV?_T(UJ_\+.\'_P#07_\ ):;_ .(KB+[QUX GRAPHIC 24 sugar1.jpg IMAGE begin 644 sugar1.jpg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

G2O0;*V-G86]LTK2F&-4,C=7P,9/UJ M>B@ HHKDO&NE>(=86*WTO5CI=BD,DMQ/$ 96<8V(,]%ZDGVH 9XE^(%KX>U& M2RCTR^U&6WA%Q=_9%!^SQDXW-GK]!7(SZGJ.@:JOCQ-4?5?#.J2;+J%+K62+4-9DBEL]0T\N%:_@CD=0ZC^\ /TKJO"'@9 M9O"MU8:]8&"RN-1:]@TTRDB%"!A&(QD9R<4 9%[X.TKQ+%;IX1T>QCT^YO!= M3ZT1AXV23)6+/S&HM+\2:GK$5S(QU".)9(B!@,@QOSZD8_*M MF""*VA2&")(HD&%1%P /85)0 445#=FX%E.;14:Y$;>4'/REL<9]LT 5M;UB MTT#1[G5+YRMO;KN; R3V ]C:XGB9/#_ (C\0/?V>N:?,]TA 5;9T*D,OH!D5-I&F>*- M8UCPT;RQC\W1I"?[>CEREW;%2 .Y;()YH HW1'CF'3M.O6AM?'6B3E?L]Q& M6CN N"=W!&QACK[UTFG_ VGNM(U<:K);V5YJ=Y#>"*Q&8[9HSD;<]R,@UVN ME^&]*T>ZNKNSM56ZNI#)-.QW.Y/N>WM6K0 @!"@$Y(')]:6BB@ KB=>^)=AH M>IW-J=.OKJ"R*B_NX$!CM2W(W=SP03@'K4'Q TWQ-?075SIVMG2]/L;-[D&% M07EE4;@&ST7 KE+!M8CEL_$=G9Q:L^M6"#6M)5P'<\JLJCGJ!@\=J +]OJ>H M^!-=37-5U8ZEXU=)8Z;-?_ !#A\6:9(C:1=:;Y M$S$%6D8.=N ><=.:K>%/ <8\':7I_B2V$S6 M&M):_NP[C>L<<48RTCL07.A:M M+KFL>%-<\2R7=N=/748;V<*GV:Y5UP1Z#D_A0!LZIJ.H_$2-K/1[N[T#6-'D M,\MA'H'BT MVU6(R.7DD/S/(Q[LQY- ''Z-\-/(T:WCNKA+2YCU3^TTBLQ^ZMSD_NT!Z+@D M&O1:** "BBB@ HHHH **** .6^'W_(J'_K_OO_2J6NIKEOA]_P BH?\ K_OO M_2J6NIH **** "BBB@#D_%/_ "-?@S_L(S?^DLM=97)^*?\ D:_!G_81F_\ M266NLH **** "BBB@ HHHH *XU_AOH]SXONO$-^TMV\Q1EMI3^Z1ESAL=SSQ MZ<^M=E10 4444 %%%% !6%XN\,P^+=!?29[J:V1Y(Y#)#]X;6#GBRTRW$4>=SMU:1N[,>Y]ZU*** "BBB@ HHHH X[3?AOH]EXHOM M?N#)>W=SGQV&FVR6]M'T1!CGN3ZDU=HH **** "BBB@!& M&Y2/48KD/#7PXT;PYJ,^I R7E])-)*DTYSY.]B2$';KR>]=A10 4444 %%%% M !7+>+O UCXQN]+EO[FXCBL6D)BA;;YH8 $$]AQ74T4 5K&PM-,LHK.QMX[> MVB7:D<:X515FBB@ HHHH *BN8!GF6 MX>ZOB"#=SG+A2?NK_='M76T44 %%%% !1110!R7B+X?Z9XG\16>JZC+.T=M$ MT1M5;"2@D'YO4<=.]=3!!%:V\<$$:QPQJ%1$& H'0 5)10 4444 %%%% %+5 M].75]&O=->1HUNH'A+KU4,",_K63X3\%:3X/L_*LD:6Y90LMW,@ MKHZ* "BBB@ HHHH *X[4_AQI&M>,&\0:D\MP#$D8LV/[HE>A([_2NQHH 1$6 M-%1%"JHP !P!2T44 %%%% !1110 4444 %%%% '+?#[_ )%0_P#7_??^E4M= M37+?#[_D5#_U_P!]_P"E4M=30 4444 %%%% ')^*?^1K\&?]A&;_ -)9:ZRN M3\4_\C7X,_[",W_I++764 %%%% !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %% M%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110!RWP^_Y%0_\ 7_?? M^E4M=37+?#[_ )%0_P#7_??^E4M=30 4444 %%%% T&YUB;2[JRO5M+K M3KAIXW:/>IS&R$$9'9C57^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" M9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E M_P"RO%O_ $,-I_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,- MI_X!G_XJC^RO%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJC^RO M%O\ T,-I_P" 9_\ BJZBB@#E_P"RO%O_ $,-I_X!G_XJ@:5XM!S_ ,)!:?\ M@&?_ (JNHHH R/#.BMH&AQV$EQ]HD$LLKR[=NYI)&<\?5C6O110 4444 %%% M% !117E]FZ>#99)UL=/U.ZO;.\N[#5[1_P!]>JJ";;.!RV<@!PS X'"Y% 'J M%%>=S:OK>G0VKPZ^VJMJ.C7-XN8(0L+I&K))%L4?NR7QAR_5>>N;-QXGO?M= MI%;W\;>9X8N-2955#F4&'RY.G3YGQV//I0!W=%<'!=ZU+_PC=A-XAN$EUB&2 MZEND@@#(5C1A#$"A4 [BWS!VPAY[BA?ZWXIN-4O+#19[R^EL+*"2"2R2S$5U M(X8[YO-<-L)7'[K&,-SG !Z7167823R:Q?>=J<4G[F _P!FJ$WV9(;)9@N(?&.HZU M9VFV&2!Q>S(%EMD%K&VY9/O(1UR",'F@#T.BO'M0U&XU_P />&]&U9M1^U_V M5_:%U);V,T\BSE-EN66)6*G<7DYP,QBNZLM53Q7\.C>->/I;WEF\4T^=C6DN M"C]2,%7SZ'CM0!T]%>7QWX$;.48# M8Y7S,Y!.,?.<#%_Q#XJU&SO/$-O9WC%;6?3K=!! LTL'G/B0H@!+/M.X*0>W M!Z$ ]!HKSFWU37(=**W.IZY+-?ZH\&G+]@MXKN6!(RW"R)&D9RK$F1>57@ L M"(]'U[7M>@\/6O\ :LUD]U+J$5S.D,#3.()=J'HT8; Y(!4Y; Z$ 'I5% 5X)X*Y*J,@ ]7HKSX:CXF,WA_2]0OI= M)GO;BZB>62.W:>6-!NB/R[HUD(ZX!'7Y>F&V&N:QJB:*T8)VLVKRJ2.V1]F.#^)K"^(6E/K=[X5L M!.UK<27TKQ31G)AE6UF=''KM=5/OB@#NZ*\DM_%EX]_XEU!!%9:DD&E6%YO7 M/5IM2ATN&TU&62>"+S!"TCB> M%O+15_U:%U(4-GU!% 'H=%>;WWBC6[F*WGL);EK/5=7DM;-[)+-B"Q/R?=&<592]\52R:'IEY=7.F37=W=1O,\=N\[P(A>-CMW1J_0' Q MP3@9P #OZBM[F"[A$UM-'-$25#QN&7()!&1W!!!]Q7G^C:SKWEZ%?WNL-JW&ERVWV:-$9(S.JR9 W>83""<$+S@*.M5/#-Y?Z?INCW%OK/FPW.MW-E)I MWE1E-IFF)((&_>,;_O8P/N]Z /4**\[\):WXJUF[TW4I;74'L+MI1=K-]D6V MMU&[;Y6QO.+*RA"'SG+$A2!C<\ 7&IZCX0TW5M5U26]N;^UBF93%'&D9*_PA M5!YXSDGGH%'% '445Y]#IME_PDUSJ7ABRC@2PM;I;J^B7F^N7P?++=92C*2S M,3ACMZ[L4-!T_3K6X\!W6E(B7.IVLK:A/"V)+M#;[W>5@:P166C:'\1HA-I6NF:,QTJ*:3D;9-S=P0%X#O@D 'H4]S!;*C7$T<2NZQ MH9'"[F8X51GJ2> .]2URGCU9)='TQ8)A%(^KV027;NVDS+@X[US'B!M3N;:Z MTNYUN\W*LY((4#@9!&00#U*BO/(K2^L/''B>Y M&N7TCVVCVDFV2.#$QVW(!;$8Z,-WRXY8YR, .T?5M>D;1"FN1:E-K.DRW(BE MAC6*"550JR^6-VS<^UMQ;G&,=* /0:K3:A:V]_:V,LN+FZ#F&,*26" %CP. M,CD^H'>N0T;4;^2R^QZAK]Y8ZK:WULMV-2BM3OW;3Y49B"J5DY53RX] <"KM MI>13^)M>UZY<+8Z3#]ABD/0;1YMPWTSY:GWB- '0V^H6MU>7=I!+OGLV5)U" MGY&90P&<8)VD'CU'K5JO/H+F^LO#FG,'OX=7UZZDO'AL886G.Y2X0-,?+79& M$4ELY"8')S532?$6M:[_ ,(E:MK;V!U&WU#[1*D4!EF:"5%0KD,@?&XG 9<% ML#HR@'IE%>;:9KNMZS>>'=/?7C:"[MK\2W$$$6^Z-O.B)(F]2H+*"YPI&&; M'!4/B#7F\,Z7KEU?7*Z3!%.+^[TV.#S'V2[5F*RJ1Y1168B/YLL, B@#T*\O M;73[22[O;F&VMHQEYII B*.G)/ I\$\-U;Q7%O+'-!*@>.2-@RNI&001P01W MKCO'A34['3H;/5GB>#6[.*86IB M.P)KDKC4=6M/$VGRZA=7L6CW0@AMS:) T33,&R)PRF4%FV@&/Y>F<ZKJ_P /]6OM9\^34KBYN/L!CC5;<_99LK'M ;";MC;BQSCE>A /4Z*\ZT#Q M9?7'B>P,U[>R:3J-E<7:2WL5M%$50H5DA"$R*F&/$W.,25W!\V5HW5%VJI!RHP264^Z<H7=[;S6 MC&-=T5DR%Y,C&"5,4R9YY9,\D4 =G+J-K#J5OI[RXN[A'DBC"DDJFW<>!@ ; MEZ^M6J\_U74KK[%XV\3VU[XD6] MN=/TW6HM3N;S1C?6[RQ1HD$N\*NPHN-C!CMW[S^[Y+#- '>U%!H /4JB>Y@BGB@DFC2:;/EQLP#/@9.!WP/2N MM9UW4)M)TU-9:/S-1O; M.6^BMXB\\<(8JP!4H&RN"0N,@\>D=EJ%UJ&J>'_MTWVBXM;K5K-YF15\T1%H MPQ4#&2%&<#&<\"@#TBBO-/#EUK&K6?AG3K75SI<,WAY+R0VEI /WF4 VJR%5 M7YN@7Z8J"+Q7XEUZ+2(K%-02:?0H=0=M-2TR\SDJ=WVE@-BE1PG/SC)'&0#T MB_U&UTRW6XO)?+C:6.%3M+%G=@BJ 2268"K5:Q;K4M0O? .M:[<:W'(9K"_V:7+;PO"C1A\* MH*[F9=GS!RP.6^4<8 /2:*XB'4=5;6-79+]UL]*L()XK*&&,"9FBTC$ES/'"A=4#2.%!9B%49/AU5U'4+72M/FO[V7RK:!=SOM+$#V !)/L!DUQ>GS>*M M2\'G4[;59[B\GN2IABBMXS'"D[*WE;TVF0JO_+0[?]WK4BZBGB1/#6F03W5S M'+*U[>O=HBRA+=\;7$8";O/V#C@A&QD,(M0N+:PU)=6U* M5+7589,7<3LK_N7_ +\:A648;Y=JY3Y*M0?3_!;7%_$USJ"W!O%8(/- M\N%R> . KA<[<8Z'K0!Z!17EWAWQ'KL]FVO:AJNIIIT.BF\NQ>:6L<$-P1D+ M&/+1Y8U&X_*YZ+EOFIK>*?$-G;^(+8W-^D]K96ES;OJD5JTJ-)*R-D6YV%"% M& <-R?8T >IT5S^HW2845(I(Q&5*&, ^6WF$88L?E&&ZT >BFY@%T MMJ9HQ<,AD$6\;RH(!;'7 ) S[BH=.U33]7MOM.F7]K>V^XKYMM,LBY'494D9 MYKS74(+L:Y=0R>)YM0F;PK<3"X$<"R)EXSD!4"[&V\94G[WS'C;W?A&WDM?" M.DQR74UR?LL9#RJ@(!487Y%48'0<9]2: -JBBB@ HHHH *S[+0M(TRZFNK#2 MK&TN)\^=-!;I&\F3D[B!D\\\UH44 4-/T32=)EGDTW2[*RDG(,S6UND9D(SC M<5 SU/7U-1VGAS0M/#BRT73K82*Z/Y-JB;E?&X' Y!VKGUVCTK3HH I7FCZ7 MJ-BEC?:;9W5G'C9;SP*\:X&!A2,# Z5!?>&]"U18%U#1=.NUMTV0BXM4D$:^ MBY!P.!P*U** (8[.VAN9;F*VA2>956254 9PN=H)ZD#)QGIDU4O= T;4KV&] MO](L+JZA $4\]LCNF#D;6(R,'GBM&B@#/O-"T?4+Z&^O=*L;F\@QY-Q-;H\D M>#D;6(R,'GCO4=QX:T&\U(:E=:)IL]\&5AIQDX^M1II]E';SVZ6=NL-PSO-&L2A9&?[Y88 MP2V3G/7/-6:* ,ZU\/Z+8V$]A::186]G<9\ZWBMD2.7(P=R@8.1QS69JO@W3 MKK0SINF6MAIT?F1N8ULU,$H1BVR2-2N]"2QVY')SZYZ2B@#EM'\#Z;9:=>6> MH6FEWD%U.L[6D6GK%:1L%"@I"2X4X&2]7** (I;:WGDADF@CD>!]\3.@)C;!7*D]#@D9'8FJUSHN ME7D%Q!=:993PW,@EGCEMU997 #,",,0%7D^@]*O44 AYK3N-"T>[TV+3;G2K&:PBQY=K);HT28X&$(P, M?2M"B@"M'I]E"+416=N@M$\NWVQ*/)3 &U./E& !@>@I$TRPCU*34H[&V2_E M01R72Q*)748PI?&2.!QGL*M44 %126T$TL,LL$^.M7J* *JZ;8)'%&ME;*D,K M3Q*(E 20EB7''#$LV2.?F/K4,&@Z/:W_ -OM])L(;S:5^T1VR+)@G)&X#.": MT** ,V/P]HL.JG58M'T]-18EC=K;()B2,$[\9Y''6KMM;06=M';6L$<%O$H2 M.*) JHHZ < 5+10!D6GA3PY87RWUGH&E6]VA)6>&SC2121@D,!GD$_G4]KH M.CV,]S/9Z38V\UUG[1)#;HC39.3O(&6Y)ZUH44 9%EX5\.Z;)))8Z!I=J\D9 MB=H+.-"R'JI('(..E02^#= .F7&G6NF6MA:W3(;F.R@2$3JK9V/A>5/(/L3R M,UO44 13VT%RJ+<0QRJCK(@D0-M93E6&>A!Y![5!<:5IUW%=17.GVLT=V0;E M)(5838 W@CYL #KZ"KE% &5=^'=+N8ALT^SBN(K5K6WN!;KOMXRI7:AQD+@ MG@$"H-(\)Z/I.E_8TTVQ=Y;9;:[F%JBFZ 7:?,X^8'G@D]:W** ,ZV\/Z+9V MBVEKI%A!;),+A88K9%191C#@ 8W# P>O JJ?"U@?#4F@EYC:3,S3,2N^7=)O M?=QCYB2#QT8XQ6W10!4U'2M.UBV%MJ=A:WL 8.(KF%9%##(!PP(SR>?>LB_\ M&:3J&I:=++9636%G!<1?8'M$:)S*\;[L=!AH\]#DMGCOT5% '/:AX/TS4]6T M^XNK6TEL;*SEM%L);57B(9HBI / "^4 !COVQ5^?P]HEU+:RW&CZ?-):!5MG MDM48PA>@0D?*!VQ6E10!4_LO3]TC?8;7,DRW#GR5^:5<;7/'+#:,'KP/2H9O M#^BW&I?VE-I%A)?94_:7MD,N5(*_,1G@@$<\8'I6C10!EQ>&]"MS=F'1=.C^ MVJ5NMEJ@\\'J'P/F!R>N>M/N] T;4)8I;W2+"YDBC,4;S6R.40C!4$C@8)XK M1HH SQH.CKJJZJ-)L!J*C"W8MD\X#;MP'QG[O'7IQ20:!HUK?27UOI%A#=R2 MF9YX[9%D:0A@7+ 9+8=QGK\S>IK1HH S(/#>A6L\T]OHNG0RS[A-)':HK2;O MO;B!SGOGK7-Z]\/(=8O97C;2EMI+5+5([O3!0#[5V] M% &;)X?TF>YM+N[TZUN[VT55AN[F%9)DV\@AR,@YYX[G-6VL[5KU+UK:$W:( M8TG,8WJA.2H;J 2!Q[5/10!S]SX5@D\#W?ABWN7CCN+26W^T2*';=(#ND8#: M"26+'&.3VJW#X9T.&SN;5=&TX0W>#=(+5 LY'.7&,,<\\YK5HH S&\-Z$^E) MI;Z+IS:=&V]+0VJ&)6Y.0F, \GG'G6,*VJQ6=O&MHNVV"Q*!",;<)Q\HQQQVI$TRPC=72QME M=7DD5EB4$,YR[#CJQ)R>^>:M44 5K?3K&T,1MK.WA,,7D1&.)5V1\?(N!PO MX''%5+KPWH5]:6UI=Z)IMQ;6HVV\,MJCI$.F%4C"]!T]*U** ,_3M&M-+NKR MXME(:Z,>5P L:(@1$0 #"@ G'/+'Z!/^$?T7[3=W/]D6'GWD;174OV9-TZ-U M5SC+ XY!S6C10!#%:V\,TDT5O%'+(%5W1 "P7[H)[XR<>E4X?#VB6T-Y#!H^ MGQ17O_'TB6J*L_7[X ^;J>N>IK2HH SK?0-&M+;[-;:380P!D<11VR*NY&W* M< 8R&Y'H>:!H&C+J;:FND6 U!FW-="V3S2?4OC.?QK1HH H7.A:1>:>MA=:5 M8SV2OO6WEMT:,-DG.TC&WBM4B50L<,4>XJJ* - MHRY_3T%:5% &?#H6D6VIR:G!I5C%J$N?,NDMT65\]7!9WN[>W1)M[!@7W@9W?.W)_O'U-:M% '%^'? $6BZA#=2MI9\JV> MV(L=-^S&Y#;5%6YGAMUC:X8#[SDE:,<:0Q)%$BI&BA511@*!T '84ZB@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH * M*** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HH =HH **** "BBB@ HHHH **** "BBB@ HHHH __]D! end GRAPHIC 25 sugar2.jpg IMAGE begin 644 sugar2.jpg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end GRAPHIC 26 t1.jpg IMAGE begin 644 t1.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X0 Z17AI9@ 34T *@ @ U$0 $ M ! 0 %$1 0 ! %$2 0 ! #_VP!# @&!@<& M!0@'!P<)"0@*#!0-# L+#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_\0 'P$ P$! 0$! 0$! 0 $" P0%!@<("0H+_\0 M1$ @$" M! 0#! <%! 0 0)W $" Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 5 M8G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F M9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:W MN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! M (1 Q$ /P#W*\NY;>>"&& RR2[L#>%& !GG\:9]IU+_ *!R_P#@0/\ "ENO M^0QI_P#NR_R%7Z ,_P"TZE_T#E_\"!_A1]IU+_H'+_X$#_"M"B@#/^TZE_T# ME_\ @?X4?:=2_Z!R_\ @0/\*T** ,_[3J7_ $#E_P# @?X4?:=2_P"@W4Z@ M#/\ M.I?] Y?_ @?X4?:=2_Z!R_^! _PK0HH S_M.I?] Y?_ ('^%'VG4O^ M@D/2@#Q)O%&H^%; MW7KN]US4]0&GZFEA:6T[KY/=F3:F[ Y/R^@KHM,^*%U?V>GLVFQI--J\> MG2GYUC967/F)N4'VP1VKH[KP#HEXFJ+-'.QU&Z6[D<2E6CE485HR,%2/\:CF M^'NDW.A?V5.\Z2 JYY' H S;WX@7T4]Y8VFG037_ /;' M]EV:O*51CL#EW.#C SP*D'BOQ&WBJS\//H]DMR]FMW=N+IML2>9M;:GVU5DNQ>B<73>22>2V>^: .5\#>*F,?AW2H[7;!?6MW&/B)JFM7V@_;='M[6PUJ*7[/(EP7<21KEMPP!M.#BG_ !,\0W%A_9^D:?K< M.DWMT)9S<2R*FU(T) RW'S/M'YUOZ?X(TG3$T5;<3XT8R_9=TF?]8"&W<<]: ML3>%=*NO$#ZU=6PN;IK<6X6%/#U_9)9M/J<+L M\U[/Y4$;1+\ZEAU8MD =ZFTWQWXBU&^T&P31[(7.I6'V^;=.RK#&) /3).TC MCU/I67XK^$US.;(>&WC6VAGGG>WFN6A*O+M)V,JG"C;]W]:['PYX2DT_^R]1 MU:\>]UNTLFLWG#?(RLV[ICDC &>^/>@#D] \6ZA'INF:5H&F1SZA?37DW^FW MCE$CCE*DEB"22<8':M>Z\?7]I:^*WET^!9M#A@<()"0[.F6!/H#QD=:O3?#; M1);*SMXY+ZW>SEEDAN+>Z:.5?,8LZ[AV)/2F:G\+_#VJW,LUQ]O7SH$AF2.[ M=5E"#",XS\S#U- '#^(O$NO:/?>+[_29D65;G3E/FG<(U=,$*#D>>IZYH RT^( M&L7%_P"3;Z98?9X=*@U*YGN+HQ*BN&RO0]QU[Z?));2?0[%7U6Z35+J:-Y=8A,,T>R+=\J[1D<>GK75: M[X?LO$6DG3+\2&W+QR'8V#E&##GZ@57\0^%;#Q+#:I>/&X,'M7GU#, M3ZCX[C,VMP7.GZS]H6TLUD0M:F-ODR!R-Z<\ MUW>G>#=,TGP[>Z'9FXCL[QI&D)F+."XPV&//YYJ&3P!H#6FEV\-F(/[-ECEM MY82$DR@P,L!SGOZT -.U.VOYX;L) &N =S@-,%; MKGG!-,M/B%J?A[2M6OYGO-5TMKJ"VTJYOXC$\CN#O)PN2BX'(7)Z#V[]O ^D MOX0@\+MY_P#9T.S;^\^?Y'#CG'J*OZ]X=T_Q'I@L-0C0N>^":T;;P/IT%O91R76HW36EZMZDMU=-* MYD"D#);M@].*?)X)TM_$IUU)+V"XD97GBAN62&=E& 70<,2-*46L\4TD#IYA:/8I8>82H4[@.JDX]ZM:3\0O$.I1Z<9M&L[==6L)I[% MTN"_[R-,<*>V,UT.G?#W2-+N'>VN-2$!21([1KUS!$'!#;4Z#J>N<5:LO M!>E6*Z,L0F*Z1#)#;!I,Y5UVMNXYXH X73/B-X@L_AQINLZH=,EO+V9DA:5W M!D09YV(I);(Q@#&.32WGQCN?^$?TR^L].LHI[NTFN7%[=%$_=/L,:'&6#>-K(A_A4CM[FN3\2?"34?/TU/#4\:V M=E;R0QK/=O')&S2%]Q95.\9/0T 6M<^+=_HTMI:?V3!)>BQCO+N(M+R7&1&F MU#@X[M@5N>+?$U^;/PS;:7,]@^OW"1M<.@+P(4W$ 'C=VYJU)\/[;4(;*?4M M1U :K':I;W5Y97+0&Y"C^,+U&2?>MC6O"VF:_H\6FW\4C10E6AD64K)&RCAE M?J#[T <)XHAUS0M?\)P6VI3ZM<2W\WDI=N(LCR3\KLHP0#ENF>U37?Q/OK7P MO#>R6>GP:C]LGLYH99G9=\)PVP(I9A[]!WKI;/P%IEI%;BX*K$4?:1D#D<'TZBJFK_%V[MM&TV\L].LHYKG3 MWO72\N2@.UMACCP/G55@N.G S MS6EXWUSQ)I?B+PU::(MF8;ZX>*19R1O8(3M. <# SDE7/$/ABQ\2Q6JWCW,3VLWG036TQCD1L8X(]02* /-] M+\6:UH.J^([EK*.ZTM?$'D3RR7!$D>\JH$:XQ@9'>M&;XN./&$FE0::LEI%? M"Q=AYAE+9P7&$V;03T+9KJW\"Z1):7]LWVCR[Z^6_F_>Y/F@AACCIE1Q33X" MTD:Z^K03:A;/+,+B:W@O'2"608^9HQP3P,T 8OQ!U37;'7=#CT6Z=&\NXN9; M=0"+@1!6*'/JNX#WK(D^)YTV'Q!JZN;ZU:YM(M.C8[57S8@W) )QW/!/:O2+ MK1;6[UFPU64/]ILED6+#?+AP V1WZ5@)\-/#D=CJ-FMO,L-]@8 Y(/&1CBNV\< MZ_=>'_ EQ>>9#;ZE*BV\3;OD29_E!R>PY//IS1+\/M+N- ?2+B[U2X1KA;D7 M$UXSSI(N-K*YZ8QVK2U#PQ8:HNF)?":>/3I!+$DC[A(P4J"^?O'D]>YH X;P M[XZO[;P5KK/,NO:EHER8O.B8,)XV(*R93/ !.<#^&I[[XF7]MX?TG4(K73)/ MMDLB2W0N)#:P[>@9@FY2?]H#&#FNFN? FCS7=[\0_%V72/$$FG MVNF17*6R1//AW9I"X!Q&40KP#U8C/:M?PSK_ (DU+Q_XAT^\2T_LJT\DQA2? M,C#J2O;DDE:%U\.]%N+U;J&2_L&\J.&1+&[>%9D084. ><#BM&#PM8V MWB>;Q!#)=1W<\2Q31K.?*DVC ++T) Z&@#@[_P 2Z[I5GXJT$WK3:RM[%%I< MC8W%+D_)CUV_-V[5)IWQ*N3XIA\,SI:W,;^;;"Z@E=G#QJ?F8E ASCD*>#]* M[._\&Z3J/BJQ\1SQR?;[-=L9#X0]<%E[D9.*S;7X9Z#9ZU'J<+7PDBFDGBA- MTQBC9P0^U#P

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end GRAPHIC 27 tags-aum.jpg IMAGE begin 644 tags-aum.jpg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end GRAPHIC 28 theflowofshares.jpg IMAGE begin 644 theflowofshares.jpg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�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

1_VQIG_0 M1M/^_P"O^-']L:9_T$;3_O\ K_C7KF!Z48'H*/[*A_,'U==SR/\ MC3/^@C9 M_P#?]?\ &C^V-,_Z"-I_W_7_ !KUS ]*,#TH_LJ'\P?5UW/(_P"V-,_Z"-I_ MW_7_ !H_MC3/^@C:?]_U_P :]

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end GRAPHIC 29 w1.jpg IMAGE begin 644 w1.jpg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end GRAPHIC 30 weat-aum.jpg IMAGE begin 644 weat-aum.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X0 Z17AI9@ 34T *@ @ U$0 $ M ! 0 %$1 0 ! %$2 0 ! #_VP!# @&!@<& M!0@'!P<)"0@*#!0-# L+#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_\0 'P$ P$! 0$! 0$! 0 $" P0%!@<("0H+_\0 M1$ @$" M! 0#! <%! 0 0)W $" Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 5 M8G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F M9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:W MN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! M (1 Q$ /P#V+1M&TR71+"233K1W>VC9F:!222HR3QUJ]_8>D?\ 0+LO_ =? M\*-#_P"1?TW_ *]8O_0!5^@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 M^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =? M\*/[#TC_ *!=E_X#K_A5^B@"A_8>D?\ 0+LO_ =?\*/[#TC_ *!=E_X#K_A5 MXG S7-6_CWP_<^$[GQ,EXPTNV9DED:)@RL"!C;C. MD?\ 0+LO_ =?\*H>*?&.B^#;&"[UJZ,$4TGE)M1G).,G@#.!CK]/6L_Q!\2O M#?AF6%-1N)PLT"W"2PV[R1E&)"G= \1R1D8W 9_"H;_QOH.F>*K/P MW=WFS5+M0T4>PX.20H+= 20<#Z>M &G_ &'I'_0+LO\ P'7_ H_L/2/^@79 M?^ Z_P"%0MXBTY/$Z>'6E;^TGM?M:Q[#@Q;BN=V,=0>*@D\7:-%>ZU:27+++ MHMN+F^S&V(XRA<$''S?*,X&: +O]AZ1_T"[+_P !U_PH_L/2/^@79?\ @.O^ M%4?#'B_1O&&GR7NBW7GQ1OY<@*,C(V <$$#L>O2H?#OCKP_XKO[VRT>^^TS6 M?^MQ&RC&2,@D8(R.U &I_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A6?XI\9 M:+X-M(+G6KHP1SR>7&%0NS'&3P.<#U^GK6Y#-'/!'-%(KQR*&1U.0P/((/I0 M!3_L/2/^@79?^ Z_X4?V'I'_ $"[+_P'7_"K](30!1_L/2/^@79?^ Z_X4?V M'I'_ $"[+_P'7_"JOA;Q):>+?#EKK=C%-%;7._8DX <;79#D D=5/>MF@"A_ M8>D?] NR_P# =?\ "C^P](_Z!=E_X#K_ (5%J&NPZ=JNF:=);7D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A M_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[# MTC_H%V7_ (#K_A5^B@"A_8>D?] NR_\ =?\*/[#TC_H%V7_ (#K_A5^B@#B M/'>FV-GH<,EK96\#FY52T404D;6XX%%6?B)_R+\'_7TO_H#T4 ;VA?\ (OZ; M_P!>L7_H K0K/T+_ )%_3?\ KUB_] %:% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% "'I7SS?0M!XHUOX<;6:#5O$EM=F)>-UK(# M++@]MNQ/RKZ'K-D\/Z1+KD6M2:=;MJ<2[$NC&/,48(P#]"1^- 'A?A)9+W7/ M#7@*9UE7PYK=[-.0N"5A.Z)R/0N["MCP<;]?&_C"6W\5V>D6J:](9K2>VCW M'M-FN)7+R2O;*6=CR23CDT >9>.;Y/$'Q.FTZ71]6U:PTC3)+=UTV 2 MM%<7*$;B"0.$/'^TM9=QK,^H_LS:I87JR)J&CS1:=<1R*%9=D\>T;1TPI5>> MK'O5*3PEX?EBU")](M&CU)Q)>*8A MB=@=P+>ISS]: +VF8&DV9)_Y8)U_W17S;K%_=:_9^(_%5IHFL37DFI1WNFZE M%:;K>&"VRJDL3D?+O)P,9 S[?3#6\36YMRB^24V%,<;<8Q],56M='TZRTD:5 M;64,6GA&C^S*@V;6SD8]#DY^M 'ED/B2PN_C+X;UZ:5;:SU7PT%A>5@%\PR, MQC+=-PZ$9ZX'<55FN8-1UWXP7UG,EQ:_V.D0FC;*EA;." 1P<%2*].F\&>&K MC2(-)FT2R>PMR3# T(*QDG)*^F23G%6K3PYHUAI$VDVFF6L&GS(R2V\<85) MPPVX#KD< KJM[X!T^UGL(Y7_ .$I\-VR6ZQ]1>HB1@K]%;=[DBNL^%^A MQ>&?BAXDT:(+BTTVR1V48#OY2%VQ[L2?QKU&3PYHTL6G12:;;/'II5K-6C!$ M!7&TKZ8P/R%3PZ1I]OJESJ<-I$E]=*JSW"J \@48 )[X% 'CGCJ_3Q#\3;K3 MGTC5M4L-)TN2U(TV 2M#<7*8+D$@<(>/]I:S(O$>J7/PA\/6"WEYI^J:?KT. MDW+1MYR[1@CDH:6:1M'LR\]RMW*WE#YYER1(?\ :&X\^YH \H2]?P9XT\7Z+>!G!/2G>"-3O(?BG86D,-[9:=J&EM.;:YU8WOG?Q M+,S:;:RW-S ;:>1X@3+$>J-ZKQTJKI?@WPYHMQ M'<:9HME:S1A@LD40##=C//7G H \8\.:A=^&?AU\/O%,=U.FFVUU<6NI0*[& M,Q2SR .5''RG/;.2*OPP^)_$'@:WUJ+4)9)=4UB34&TJ34&MFGLP=OD1N6^5 M<<\8&&![#/HOBCP3#JG@&X\*Z*+73;>4J%'D[DC'F!SA?4G^=:4_@[0+S0[' M1[[3+>[L[&-8X$F0-L"J%&#U' H \TTKQ)'J>H_#5M(FU*WL;BXOTFMKFZ>1 MLJN=C,3^\52<*3VQT-2^"KB[TKQK8Z;X@DO;O4[[SYK75;?56GMKZ,!CAHLX M0*N-N!U [=?3XO#>C0?V?Y.F6L?]G;OL>R(#R-PPVWTSW]:@TKP?X=T.]DO- M+T6RM+F0$&2&$*<'J!Z#V% &W1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %%%% !1110!R/Q$&?#]OG_GZ7_P! >BD^(IQX?M^G_'TO4_[# MT4 =!H?_ "+^F_\ 7K%_Z *OUGZ%_P B_IO_ %ZQ?^@"M"@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HKD_$OQ(\+^$=273]:U![>Y>(3*@MY'^4D@'*J1U!JUX6\<>'_&? MVK^PKUKG[+L\[="\>W=G;]X#/W3TH Z*BN9\4>/?#O@V:WBUR^:V:X5FB @= M]P!&?N@^M0^&_B-X9\7WTUAH6H-<7441F96MY$ 4$#.6 '5AQ0!UE%<'_P ) MKJA0J+2S$GV IO9\*-3W[/LV,Y.3C'?%6_\ A)[^!]WL3(D%L+*6(R M." @^T,QC8L>,!<@D>E '8T5Q0UW7K^/2FT^_P!*C\^ZDL+GS;&20":(2EW7 M$RX1O*^53DX8')Z5?U[7K[1[]=_DPZ>+-2Q,0DVIE\%CRH&>H/;!-R7Q'%&0% ML[J0M\E9)(#I\=J)C-YB@ ^8Z,2Q. !MR0>1@@\\ Z"BN9M_&EE=H9+>">6$, M09D*%,"Y-OD'=R-RE@1_"/7 J.X\5R">S,,#1VESY>R:2-7+[[J.$8 <$ A\ MY(X#*<,0R4 =517.0>+[2:.!WM[B#SUB=/-V8VR.Z@DAL#[A//\ >7&3D#7T MK4$U72K/4(XY(X[J!)U24 .H90<,!T(SSSUH N4444 %%9NNZ[I_AO2I=3U2 MVEG]MFC\IR%A_O9 P?H.?:@ M#8HKG[;QGH5W%HKPWK,NLEQ8GR''F[1ENJ_+^.*;/XWT"WTK4]3EO66STR\- ME=/Y#GRY@5!7 &3RR\@$OM*N&M[:&*66YMO]"W*Q'VCS4C D MP?N9FC/'("N?2LBZ\9WUW!:7.E-%#:W=Q%%')+ITUT^&MC.3Y<; GJB\=,-G M/8 [NBN4;Q)=2^)I-'@FLT7RFMUGDC)*W@C67:8]P+(8VW<$8,; GD5+IVM7 MUKX8O-:UVYM)([=)92+2U:+"1E@>&D?).W/;KCWH Z:BN8T3Q!>WLEK;79LS M/P__P"@U)_X!S?_ !-;,_C6 MVDTK3];TXBZTJ]AN!$1"XD>5$9U !Q@$12CD9)VXXH ZRBN%?Q?JLNE>=$MK M#/$MM#<,+:2X"7+2M'*@1&#,%V\ '/S"KLWB>X@UC3]-,]J6EAC6XE>!HRLL MJOY1$;-N W1D%#\W[Q.1@Y .MHKG-)O]::PU*YU&ZT^

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end GRAPHIC 31 weatusda.jpg IMAGE begin 644 weatusda.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X0 Z17AI9@ 34T *@ @ U$0 $ M ! 0 %$1 0 ! %$2 0 ! #_VP!# @&!@<& M!0@'!P<)"0@*#!0-# L+#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_\0 'P$ P$! 0$! 0$! 0 $" P0%!@<("0H+_\0 M1$ @$" M! 0#! <%! 0 0)W $" Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 5 M8G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F M9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:W MN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! M (1 Q$ /P#T?PCX1\-7/@S09Y_#NDRRR:=;N\DEE&S,QC4DDE>36W_PA/A3 M_H6-%_\ "+_ .)H\$_\B'X=_P"P9;?^BEK=H PO^$)\*?\ 0L:+_P" $7_Q M-'_"$^%/^A8T7_P B_\ B:W:* ,+_A"?"G_0L:+_ . $7_Q-'_"$^%/^A8T7 M_P (O\ XFMVB@#"_P"$)\*?]"QHO_@!%_\ $T?\(3X4_P"A8T7_ , (O_B: MW:* ,+_A"?"G_0L:+_X 1?\ Q-'_ A/A3_H6-%_\ (O_B:W:* ,+_A"?"G_ M $+&B_\ @!%_\31_PA/A3_H6-%_\ (O_ (FMVB@#"_X0GPI_T+&B_P#@!%_\ M31_PA/A3_H6-%_\ "+_ .)K=HH PO\ A"?"G_0L:+_X 1?_ !-'_"$^%/\ MH6-%_P# "+_XFMVB@#"_X0GPI_T+&B_^ $7_ ,31_P (3X4_Z%C1?_ "+_XF MMVB@#"_X0GPI_P!"QHO_ ( 1?_$T?\(3X4_Z%C1?_ "+_P")K=HH PO^$)\* M?]"QHO\ X 1?_$T?\(3X4_Z%C1?_ B_P#B:W:* ,+_ (0GPI_T+&B_^ $7 M_P 31_PA/A3_ *%C1?\ P B_^)K=HH PO^$)\*?]"QHO_@!%_P#$T?\ "$^% M/^A8T7_P B_^)K=HH PO^$)\*?\ 0L:+_P" $7_Q-'_"$^%/^A8T7_P B_\ MB:W:* ,+_A"?"G_0L:+_ . $7_Q-'_"$^%/^A8T7_P (O\ XFMVB@#"_P"$ M)\*?]"QHO_@!%_\ $T?\(3X4_P"A8T7_ , (O_B:W:* ,+_A"?"G_0L:+_X M1?\ Q-'_ A/A3_H6-%_\ (O_B:W:* ,+_A"?"G_ $+&B_\ @!%_\31_PA/A M3_H6-%_\ (O_ (FMVB@#"_X0GPI_T+&B_P#@!%_\31_PA/A3_H6-%_\ "+_ M .)K=HH PO\ A"?"G_0L:+_X 1?_ !-'_"$^%/\ H6-%_P# "+_XFMVB@#"_ MX0GPI_T+&B_^ $7_ ,31_P (3X4_Z%C1?_ "+_XFMVB@#"_X0GPI_P!"QHO_ M ( 1?_$T?\(3X4_Z%C1?_ "+_P")K=HH PO^$)\*?]"QHO\ X 1?_$T?\(3X M4_Z%C1?_ B_P#B:W:* ,+_ (0GPI_T+&B_^ $7_P 31_PA/A3_ *%C1?\ MP B_^)K=HH PO^$)\*?]"QHO_@!%_P#$T?\ "$^%/^A8T7_P B_^)K=HH PO M^$)\*?\ 0L:+_P" $7_Q-'_"$^%/^A8T7_P B_\ B:W:* ,+_A"?"G_0L:+_ M . $7_Q-'_"$^%/^A8T7_P (O\ XFMVB@#!_P"$*\*_]"QHO_@!%_\ $UCZ MCIG@O3=>TG2)O"NF&XU/S?)=-/A*KY8!.XD C@\8!KM:X_QAH>KW6KZ%KFC1 M07-UI3RYM9Y?+$JR* ?FP<$8]*0$.D:;X*UI=2,'A;3$&GWDEG,9M/A&7CQD MC /R\]3BL_PS)X&\4W#QV?@R"*/89(;BYTB)([A <%D.#GDCK@UH>&-$U_0] M.N/.MK.2\U34)[RZ F.RVWC@#CY^0 <8ZUD^'/#7B72-_9X;J8D%7 (Q$.O3UIZ7![:&UK.D>#-#%FUWX5TQDN[N.T5H]/A(1G. 6R M!@9K+2X^'SW7B"W_ .$9TX-H2A[HG3X<,""?D]>F.<5T7C'0[OQ'X+N["!4B MU!HUE@^?A)E(9>?J,9K@IOAWXBDEL)U%LLNH))'K?[W@*TZR_+_>. 5^E))@ M[&]HT7@S5=;O-/;PEI%I]GBMY%-Q:0AI/-3M7OB>]AL[9KJYAM5TN5G :)D #$'^$X'6H;GX>ZV MWQ$;5WB-Q;O>QW,=U'=Q1O"H &T@Q%R!CH' (I@=G+X=\#11S.VB>'PL*EI< M6D)* >H JO9:1X$U+1EU>ST+1);%HO-$HT^,?+C/(*@CZ&N.T?X<:V?$]S=: MIING1V<\%Q#,(G39,7Y0[50-@?[3.?I76^!?#VH>'_ PTJ?3+&UO8T9<))O2 M=L<.^ .O<4@9G>'I/ WB/S'A\&V]I J>:D][I44<\LS$+&&]:>&6;<&#@ M$8C&!C ]:B\5:7K_ /87BC6=8L+6T:ZL[2".&&Y\T92;G)VCUIL=CT)?"W@M MXRZZ%H#(&VEA9PD9].G6L;7[3P;HT.F2Q>%M#NUO]0BL0R6L("%\_-G:'M6O;C3;&PAO[RQ2#3K:=)801(79YYQNV8 .2HR..FZMFY\'ZPGP_P!'M;2&*ZU>'4(M M2NQ)*(Q++O,DF6P>YQTJ?,>E[%W0(O FOQW03PMI]E"O*$O]A:!Y; D/]DAP<=><5Q.L> _$WB*#6-5O%M;74;TV MZ)80S;D\J)B2K.RD$MGNI''(I-+^&UXT6C0:AIR+9P7US/=6LMS'*@5XMJ[0 MD:+C=CY0M/<#MT\+^"I'V)H.@,VW=M6TA)QZ].E(OAGP2\;2)H?A]D0X9A:0 MD+]3BN*TWX:7VD#2+BQL[2.]ACO([IVD)#JZD1*?[RCT[5F6/PV\2KHOB&W> MRM+5]0M(HHX8IHPAD63DCPOX+:-Y%T'0"B<,PLX<+ M]3CBLG2M-\):MKVL:;#X4T4+IK0CSEM(F$OF('X^7C&<=36)?_#>^CB\16VD MVMK#97?V*2"U\S;',T>3*K8Z;N.>];?@/PSJ&AW^MW-UIMEIL-\T+0VMI+YB M1!4VD9P._/3O560NAD66J> ;SQ"FD'P3'!YET]I%=S:1"())5SE589.>/3\J MW]5T;P7IVC:E?Q^'-!N&L;>2=X4M8M_%HODL(+9EU. M2[_M'^T'?=$2?W?D8V@D$<]>*K:?\.O$R:AJUQ-96-O]JTZ[M3Y$L869Y!\A MVJBD#_>9C[TEJD/J=SI>B>#-0TRPNG\.Z#!)>01S+ UK"6&Y0>)KR\THQV5C_HEO:*+E)8UD4QA=ZD ME"QZ'&UE'KFM23X=7K:M=:J+6W^WMXBCO8KCS!O6U!7<,^^#QWHZB.Q'A3P: M96B&@:"9$&YE^QPY4>I&*6'PEX-N%+0>'M!E4'!*64+#/X+7#+\/=<8Z_;_9 M+&*>\2X\K6!<,9I1(P*HR]@ ,\G^X?Y44 8W@G_ )$/P[_V#+;_ M -%+6[6%X)_Y$/P[_P!@RV_]%+6[0 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 5 MKV_M=.M);J\N(K>WB&9)97"JH]23TJI-X@T>WTJ/5)M2M(]/DQLN6F41MGIA MLXK$^)MM/>?#K7+>V@DGF>#"QQH69CD= .M>9:KX:UF>QU3PZ;*Y;2-'AN+V MT B)$[R+B*->.2FZ3@>U)#/>$E5XQ(A#*PR"#P1535=7LM%L&OK^;R;=&56? M8S8+,%7@ GDD"O)M0U#Q+;^-=+AL4\01PQRV<&?$MU-F:;W$CV .#CWIK3 MQJZH74.PRJD\D?2O&M5O_%J>'(T8ZW'=KJ4BZHUMN#*NW*>00C_NNGW5/?-- M@L-8FU[P;K&J7NOS%HI89)+>%EVG<-@D4H"H8<,2!G&>*-0/8;2_M=0M_M%G M/'<0EF4/$P89!((R/0@BI>H''>O)M/M/$>HVV@6#7VL:;'-/J!NY;==CA1*? M+R2I R.AQ]*YV\UGQ?>Z=HEI-JNH65RE@TEU()C;M&?-91)*/+8L-H''R^N: M+:V"W4]UNKZSL?)%W<10>=((X_,8+O8]%&>I]J(+VTNY9XK>XBE>W?RYE1P2 MC8SAO0X[5S_B;3%U3P#<0)+)[U>6S5EN#<2*'^;$;E1N)&-O;''6@#V88S3LXKPSQ'JWB^+3-( M:V;Q%)?IIZRB2VC9(99-YR)$\HL6QC(8I[5WVC6VJW7CW5KJ\O\ 4X[*U$2V M]KG;!(6B&XX(^;!]#P: .NO+ZVT^TDNKR:."WC&7ED8*JCU)/%3)(KJ&4Y!& M01TKCOB=)(_@74+*"UNKFXO5^SQ);PM(=Q_O8Z#CJ:Y3Q-J_B73SXDTZUAUE MIYC:/ITEM"[I&@">: PX4\-Q[T+4=CUW=SC%&?:O)]23Q3_:FJ:I;ZEK*K:: MO!#;6:+F&2%BF]B-N6 R> MT' 'S%^>XS0M1,]?SQ5*36=-BU2/2Y+ZW2_E7?';-(!(Z^H7J1P?RJG:1JEPZSIL^IS:9%>V[W\*[Y+99 9$7CDKU Y'YUU M?59)]8-OI-S!>1+J!;?/;X/G(6*)D8R?NC&*;T"Q[:*6N8\"SZA?>'_[5U&2 M4R:A*US%$YSY,3?<4>GRX_$UT] DPHHHH&%%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 1S M_P#'O)_N'^5%$_\ Q[R?[A_E10!C>"?^1#\._P#8,MO_ $4M;M87@G_D0_#O M_8,MO_12UNT %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4 M444 %%%% !1110 4444 %%%% !1110 4444 %%%% "4FT4ZB@!N!Z4<9IU% M#.*..F!2MZ5Y#=^+]1\.?$C4[K4+R>3P^)/L9B9OD@D,0D1AZ9*LOXTKZV#S M/7L"N>USP+X9\27T=YJ^D0W=Q$NU78L#C.<'!&1]S MM]1FAT5IUL=3:P=_M!"*JHKF1R$.T?-CH?K6'<^,]0\/>*?$>H#36O\ 2U:S M,\@NP! '10-JX.[);MBEN!ZSP:-HS7 Q?$:6Z\5R:5;:##?&5WI?A7P[;3VS3K)?SW!1$/VAU"YVG)Y& 2/K32 M#H>MX%+@>E Z4M ";1Z54U+2[/5M.GL+Z$2VMPNR6/<5W#TR"#5RB@".&*.W MA2&) D<:A54= , 5)110 4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 44 M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 1S_\ 'O)_ MN'^5%$__ ![R?[A_E10!C>"?^1#\._\ 8,MO_12UNUA>"?\ D0_#O_8,MO\ MT4M;M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% ",,]JPKWPAH>HQ M7J7>G)*M[*DUP"S?.Z8VG@\8P.E;U% &'+X2T2>ZFNI;!6FGE@ED;S&&YX?] M6<9Q\O\ ^ND'A#0UN4N5L%\Z.::X5O,;B28;9&Z]P?\ #%;M% '*WOPZ\*:E M:V-M>:+#+%8Q^5;@NX*)V7(.2/8YK1?POH\HN0]A&%N;46LV+X>>%(=#FT9-$MQ8 M3.))(R6)9AT.XG=D=N:ZBB@#E1\.?"HT[^SET=$L_.\_RDE=07*A23AN<@#( MZ&KEQX0T.[@O8)M/0Q7OE"=0[ .(\;!P>,;1TQTK>HH YJ3P'X;E\0KKS:5& M-41@XG5W7YAT) ."?J*:G@#PTJV2_P!E(5LF+P(TKE5)6#SHWME5FC=D; :93CU#./^$4UG_O M[:?_ !^C^WM1_P"A4UG_ +^VG_Q^J.OZKK,7B?3=&TF6PA-W;SS/+=V[R@%- MN LB8SNZ\UD0_%/3X[& WUN4OC'+)/"DR*J"-]C%2[+NRU M$?\ ,IZS_P!_;3_X_1_;VH'_ )E36/\ O[:?_'ZBT[Q9:ZQJU'4#1_M[4/\ H5-9_P"_MI_\?H_M[4?^A4UG_O[:?_'ZI>"]?U+7[/5& MU2VMK>XL]0EM?+@)90%"D9)ZGYCSQGTKGM ^(%W)X3;Q'K$UM+$% >TL["2- MHV:38"97D*$>IP,4P.N_M[4/^A4UG_O[:?\ Q^H1XHNC?-9CPOK/VA8Q*4\R MT^Z20#GS\=0:HV?BR[O?&EMI4-@#83Z<+SS@Z%E._;G(<@KVXSS[5K1'/C:; M_L'1_P#HQZ.@"?V[J/\ T*>L_P#?VT_^/T?V[J/_ $*>L_\ ?VT_^/UN44 8 M?]NZC_T*>L_]_;3_ ./TG]O:@/\ F5-9_P"_MI_\?K=KD?%OB'5-#U+0XK2T MMY+2^OXK6>:5CN7><851CG /)X]C0!H_V]J/_0J:Q_W]M/\ X_1_;VH?]"IK M/_?VT_\ C]9%SKVK67CJUTA[O39+)X)+NY_T5XVMH5X4F0RE223_ '1T-+XB M\675E<:"^DI8W>G7^H16LUUYN_ 9B"$"GKP>2<#T-&X&M_;^H?\ 0J:Q_P!_ M;3_X_1_;VH?]"IK/_?VT_P#C].-1F^((T%XK-8#<31&/8P=51%8/YF[: MQ)8?(%R/6K4_CN33=9\11:A8.+'3# L+Q;2\C2 ;5(W.!@=<4@->Y\47 M5FD;S^%]919)$B4^9:'+,0JCB?N2*G_MW4?^A3UG_O[:?_'ZR;O7XM7A%L;6 M>UN[+5;..>";;EU#'_(J: MS_W]M/\ X_6VWW37GFC>,]:DM-'U+4AI[6.IW!XY("&95)8NP8'9SP MO6EU ZC^W=1_Z%/6?^_MI_\ 'Z/[>U#./^$4UC_O[:?_ !^L*S^*F@7<U'_H4]9_[^VG_P ?KDW\=:\? MA[HWB&+3[%I;IT%VS,P2(-*$ 5YP,=^E;OC'Q!>Z(^D1VZ\G ^O/% $5CXJN=3T^VO[3POK,EML_\ ?VT_^/TSP+_R3[PW_P!@JU_]%+6_0!A_V[J/_0IZS_W] MM/\ X_2?V[J/_0IZS_W]M/\ X_6[5>^DN(K&9[2%9K@+^[C9]H8^Y["A@97] MOZAG'_"*:Q_W]M/_ (_1_;VH?]"IK'_?VT_^/UQ=Q\0]5C\'Z%J@BM5NK^.5 MY1':R7 !3. (U<, <(;NQUS0[2*QWVM^DKS2 M$C,85 V!R.G4\'VH$M0U3Q1=6&D7EY=>&-8BM[>!Y99#):G:BJ2QP)R>@/09 MHK$UWQ?:ZYX(\0V\=I4^@YZU4C\#:7:/:R:=-=6$UO ;<20,K&1"VX[]ZL&.[)S MC/)YKIJ* ,2W\,VMGK$^IV]S=1O) M/[=&I7R77DF *ICV",D';@IGJ .5_MEW':)Y8!VN^ M<$Y(XXI 0:#X9@\/O>-;WUY,+R9KB59RA'F-C+#:HY.![<55TWP;#I6D)I5I MJ^J)9QKMACWQ_NOFSP=F3W&&R,'ITJ#4?'^F:9J&IV4\-R9=/EMXF("A9&F& M5 )8 =RV/QJ>Y\7FWOX; :+J$MV]J]VT*&+,:*VTY)< G)&,9SFCVLD%K):;XI0&='.XY)!P0W((Q@U-IUJ++Q0+4333"'2HHQ+.Y>1\ M.PRS'J3W-4]1^(.D:?I&G:GMN)[>^/R>4@W1J.&9@2,!<\UHPMN\:RD'KIT? M_HQZ>HC=HHHH&%8>O>&(/$$EF]Q?7D'V.=;B%8"@ D7[K?,I.1^7M6Y10!DV M7AZSL=8OM55I9;R]2..5Y2#\J @ 8'))]ZKZ[X7M]>:S\Z\N[=;.9;B)+< MH!YBG(8[E.<>G3VK=/2N93QQIAU'6+21+F%=)@,\\TL6U"H+ [U M #K;P3IUOJ4-[Y]W+Y-P]U'#(Z^6LS##/PH.3D\$XY/%.U'P7IFIW&HRS27* M_P!H)&LZ1N -T?W) <9#+@=\<<@U;T/7HM>LC=01&./.!F6-R> ?X&;'7H<' MVJI9^+[>_P!;U+2;:RO'N;&/S#N0(LOS%<(6(SRIY.![T=;!YE2_T.#1[6.2 M.::>XNM5M))YYR"[D2H!T Q@"NNKB9O$2:[ T8LKFU>QU>U@D$Q0AG\U" M0"K,#CBNUH "N1BN9T[P+ING-:+]IO+B"S=Y+:WG=3'$[DDL %!)^8_>)QFN MGHH YFW\$:=;Z3-I'VF[DTN2)HEM)&0K$I.1M8+OX[98UHQ:0T&F-9KJ=\SL M?^/EV1I!P!QE=H&!C[OJ>I)K5I#0PZG(?\*^L/\ A&K?P^-2U(:= X9$W19^ M5@R\^7V(S_/-:NI^'8M4&GM+>WD=Q82>9#/$4#[MI4DY4J>">U5[GQ=9VUMK MT[0W!311F#2 M%LD@U#4&ALPZQ0-,!'M;'# ;MN.,Y(R:S]'\?66K'3"]C>V<.J;A9S7 3;* MRYRORL<' )YQG%6M%\8V&N:S>Z9;Q7$,@$$!E+D. 0,!L@8 MJ]>Z/9:A<6D]S"6EM'+P.KLA4D8/W2,@C@@Y!]*I0^(VD\1#19=+NX)6B>82 MNT;)L4@9.UR1G/&11<>)[:W\3VV@M!<&XGADE67R_P!V-@!(SW.".@/OBDP, M;Q+X:TK1? GBB6PMFC=M(ND&Z9W")Y3G:@8D(N?X5P/:BJ&K^,[+Q+X(\506 MMO<1E-&NI,R%#QY;CG:Q*MD?=;!]J*8'4>"?^1#\._\ 8,MO_12UNUQGA[7[ M'2_"'A:SE,TEU/I<#1P01-(^T1+EMH' '3)]:Z2/5]/=MOVR!7V;RCR!648! M.0>1P0>: +]%4EU?37MA.WO0!IT5DQ^(-,ENKZ$72*+':+B1_EC0L,@;SQG!'YBK3ZMIT< M$4SW]JL4QQ%(TRA7/LR%(58+PI8 MLQ. H Y)). * +M%<['XQTB>"&2WDGFDED>-8(X&,H9/O@IC(QD9SZBM+4M6 ML](TXWM[(T<(*@?*2S,Q 50.I)) Q0!H45S,WC?1X=)?5&^UFSB9TF=+9V\I ME.&#C'RGV-=#!*L\,:BI;N3*F[;O08^9<]Q0!TE%96CZ[8ZY8R7=F9/)CD:)C+&4(9?O M#!K)_P"%@>'?)EE:[D5$7>A:%AYR[]@,?'S@MP,>HH ZNBL[2-8L]:M7N+-G M*I(T3K(A1E=3R"#R*T: "BBDR* %HK!O?%VCZ?J)L;BX=9%=$=Q&QCC9_NAF MZ*3[T:3XKTG6KW[+9RR-(8S*A>)E61 VTLI(P1GTHW#8WJ*P+[Q;H^G:E]AN M;ATD#I&[B,F.-GSM#-T4G'&:?I?BK2=7O3:6DTAE,9E3?$RB5 VTLA/WAD=J M -RBD'2EH ***S-8UVQT6.%KMY"TS%8XXHR[M@9.%'/ &: -.BN83QYX>D>T M\N]+QW(CV2K&Q13)]P,V,*3[UH:]XBTSPU8?;=5N/)A+;5PI8L?0 -IH Z6BLZWUK M3[K15UB.Z0V#1&;SCP @&23Z8QS60_CSP]'X=_MU[UET\RM"KF)MS.,Y 7&> MQ_ 4 =114<,BS1K(IRK*"/QYJ2@ HHHH **P8O%NB3:EJ%@EZOG:?$9KHE2$ MC4$@G=C'!!SZ8JSHFNZ?XAL6O=.E:2W61HMS(5^93@\$4 :M%84/BO1[G5[[ M3(+HR75E%YLZK&Q"C)'!Q@G((P*L:7KUEJ\UU!;&59K5@LT4T31NF1D9![$4 M :M%(.E+0 445CZKXFTG2-1L-/O+G9=7THB@C5"Q)/ SCH,]S0!L45C'Q'IZ M:S%I;M,EQ.6$+/"RI(5Y(5L8)%)JOB72M&U"QL+VYV7-]*(;>-5+%F)P,X' MSW- &U16/_PD6G#7H='=IDNY@YAWPL$DV8W;6Q@D9%;% !1110 45GZQJ]EH M>G3:AJ$PAMHAEFP2?H .2:SKWQAI&GZ1:ZM<23"QN8TE698&951\;6;CY1\P MZT =#15#5M8L=%TR74+^<16T0RS8)/T ')-9FH^,]$TK0+76[RZ9+&Y56B81 ML68,,@[0,].OI0!T5%,C<.@=>C $<4^@ HHI"PPVLF*SRE2%! W<9'(QW%6-#URP\0Z4FI:=(SVKLRAG0HLKI;RV698IH@V?EFC*, M.<<@\T 6**** "BD)K';Q-I(\1IH'VG.HLC.(PI( !.3T!P0?QH V:*QM#\ M16?B&V%S8K:Y4*9!#$SK$&SC>0,+G!ZT M :M!K&\0>)M*\,VBW6JW/DQNX1<*6))P.@^M,U'Q-8:3>P6MVETK7$RPQ.+= MRC.W0!@,=C0 >$_^0/X_["5__ .E*="?7;&U2"X$%U9W<=Y [+E=Z'@,/0Y(K=JO>74%E:2W5S(L<$2EW=C MPH'4TF!R:>$;HSZU?78TV[NM6>+S[>>$M!Y<:[57!YSWSZUG:3X#U;07M)-/ MU&V9X;*:UVSJ[+&'DW_+R3A<8 )KHX_%^ESZ!'K=O]JFL'W_ +R.W=BH0D,6 M&,@<&K]OKEC>E,#CH_AHS8@GU>=;2/3C91K$ MB98NQ:5FWJWWCM^[@@#K6KX9L+S2]5MK"_N5NKFVTB*)YU!'F;9' //? &:L MCQQHFVZV3S17<*75RMNIGA,6PLC,&;?CY<*>:V'U7 M3XTAD>_M42?_ %3-,H$G^Z<\_A2\P.:T7P6;62ZN-1NI#/.\3%;"XEMT'EIM M&=C MGJ0'QE>ZX9[+RKBU6V2,*VY0I8J2?7YN?I70?VE8_:A:_;; M?[020(O-7>2.O&UR]M;[3K&6TN8;B,ZE:C?$X8?ZY.XKH: M %HHHH *2EI* .+U/P??74FO06MY;K9:V +@2H2\9V[&*8X.5 Z]Z+WP7)=Z MYI=Z&LXETYT,=S%&5N&15QY;-G!4G/7UZ5MZGXFTK2-4L=.O+G;>7T@C@B52 MQ).<9P.!P>345KXMTB]U<:;!-(TYDDB5O*81LZ??4-C!(H\@9S&G^ =6M]-T M>QN-1M3'HPDDM?*C<%YF5@K/D]!O/ ZUN@U3Q/I6D:G8Z=>7.V[OI!'!&J%B6.<9QT'!Y-,M_%>DW. MK_V9%.YG+O&C&-@CNGWU5L8)&>E">N@/S&>!?^2?>&_^P7;?^BEKH*P/ O\ MR3_PW_V"[7_T4M:>J:C!I.EW6H7&[R;:,R/M&20!GB@"W2USMCXLM-0N(+6. MUNENY)I(I("$+0[/O,Y#$;>@R"3N'&&-/T_P 4:9?ZM>:8 MLHBN+9T0+*RJ9=R!QL&9%OK8O!_K5$JYC_WN>/QH SH_#EJV MI:G>W@2[^WJD9BFB!1(T'"8.01G)_&JMWX7:;7--O[:[CL[?3XI(8;:*W 6 M0*&P01C[HQ@<5M?VOIOV:2Y_M"U\B-MKR^&/$.G107*MH$%G-!+*8R!M1@RG![ MC!%+J'@74=0/BR=EM$GU8VS0?,2"(T4,C''"DC'>MWPIJ=C9>"/#<=U>6\#M MIEMM6655+?NUZ9K=BU*TGO+BSBN$>YMPIFC4Y*!AE<_7!H \M\4Z)?VU[8ZC M-96J/?:_:>79"3='\L;K\S8QD_3L*[?PQX>DLO#-QIVJ10O]JFGDDMU.Z-%D M8G8.!D8/IW-=(3GFHTN(FE>%9$:1,%T# E<],CMFCH!YK;?#W5[;P'HVFQS1 M+J5EJ O+G;(#Y^&8#YF5@2%*D;E(^44FL^!_$%SX>&F:1K_7 SL6(759P.?0;J;_PK'1?^@AKW_@VG_\ BJ .TKGO&6B7&NZ-##:% M!_\&T__ M ,50!S5[\.-6N6DNVALI;B[-XTD3R';;/,5V.C;>2NT>A]*Z37/".I7V@V\" MZM->75M+;SI'"_"221QMX@U(/( R*==E!8'H0-_.:+Z!87_ (0W5;C3DL[@VZPWNLMJ M.H1K(3B/(*QJG>O00 *X.X^'_ (VU/-UJ9=Q]!EN35 MC_A66B_]!#7O_!M/_P#%4 =K17%_\*QT7_H(:]_X-I__ (JC_A6.B_\ 00U[ M_P &T_\ \50!UMW +JTF@)($L;(3Z9&*\_T;PEXATNW1E%FMUI^E/869\TE9 M7+9#MQ\HX7CGO6G_ ,*QT7_H(:]_X-I__BJ:WPST51_Q_P"O?^#>?_XJD!?T MGPI)IWANQTM=2N8O)@*SK$$*SNWWBQ92W4GH17%S?#O7[G2(+*06(%G9"Q4; M]WVB,RAF/*GRV*J,'D@\@C -;/\ PA/A0P23C7]4,,;;7D_MR7:I]"=^ :FD M^'WAV&V-S+JVLI #YK:S,%P>G.[%/S UO!.A77A_1IK.YV!3O)YKI17"VWP\\/7D0FMM6UF:(D@/%K,S*<>X:IO\ A6.B_P#00U[_ M ,&T_P#\50)':TTC-<;_ ,*QT7_H(:]_X-I__BJ/^%8Z+_T$->_\&T__ ,50 M,HZSX,U6]U;4EMFMQ9ZC=VUT\SN=T1BQD;<6V9',DAD+[D5HRL2\GY0,>V>:U?^%8Z+_T$->_\&T__ ,55;_A ?#0N MOLIUG5Q< ;O*.M3;L>N-V:%H#U(-4\$:I=WU_;K+%<6.HW%K//(X[V222.PL[5[:UMY)EE*AGW'!"+@=.NX^]-MO MA_X/.-\6M3,/S#4D'@'PU MCI2UQ0^&.BX_X_\ 7O\ P;3_ /Q5+_PK'1?^@AKW_@VG_P#BJ .SKF/$^BZA M>ZCI.IZ _"]BZ)=:YJ MT#O]U9=;E4GZ9?FG+X \-O=-:KK&L-<(,M"-:F+@>XW9IO4%H5-4\&ZSJEY> M'R[>*#4Y+22Y8S%F@\E@2%X^;(4>G4UZ17 OX!\-Q7,=O)K&L)-+]R-M:F#- M]!NR:M?\*QT7_H(:]_X-I_\ XJ@5CM**XO\ X5CHO_00U[_P;3__ !5'_"L= M%_Z"&O?^#:?_ .*H&=;=!S;R>7&LK;3B-C@,?3-><6'@_P 06MGITIMK3[7I M]_<7*1?:3ME2;=D9V\$9'KGFMK_A6.B_]!#7O_!M/_\ %5!^'?#UI:?;I;EH+=E-G^[$+R$EC\Q3?U/K^%< M]_PBOB$_#_5-!-C9_:KN>9XV^U?*JR.S9^[VX&/>K7_"$>%?+AD_M[5/+F.V M)_[KR:S,H'U):F".NTT3KI\ N8EB MF5 KHK[P"..N!G\JMUQ$/PWT*XB66+4];DC=0RNFL3D,/4'=4G_"L=%_Z"&O M?^#:?_XJ@2.TI#R*XS_A6.B_]!#7O_!M/_\ %4?\*QT7_H(:]_X-I_\ XJ@8 MJ:3K$?CR]UG^S[9K.6P%JBBXPS%79@2-O0[@/\:3PKX>UFQTVZMKR=M/9[^: MZ5K.2.3>LC%MAWQG&,]L4A^&.B@?\A#7O_!M/_\ %54MO OA>\\S[+KFJS^6 M,OY6MRMM^N'XH0/4LG2M?@\<7VMV^GVC0OIXM(5:Z*EG5V<,0%X!W 5<\':1 MJ6G1WD^KPQ_VE>.);FX2?>';&-JK@;548 ZUGP?#SP]=0B:WU;6IHSD!X]9F M8''N&HA^'OAVX>1(=7UF5HFVR!-9F)0^APW!H6F@,[H=*6N+_P"%8Z+_ -!# M7O\ P;3_ /Q5'_"L=%_Z"&O?^#:?_P"*H [,]*Y#QGHNJZO=:*VG6MO(MCJ$ M=Y(TLVPD+N^4?*>>>M1_\*QT7_H(:]_X-I__ (JD/PRT4?\ +_KW_@VG_P#B MJ.S#R&C1==U#Q<=2U*&.."!6BL#!< _9@P^:0JR$-(>G/ '8T>)_#VLWXT)+ M0K?&PU".\EGNY4C=PA/RX1 ._H.E5F\"^%UO!:-KFK+LRVNN:M.R?>6+6Y7*_7#\4("ZWAW4IO'=EK@18(X(Y4F9[II_,5@N% M1&&(N1R4QGWS79UP2^ /#;W;6BZQK!N%&6B&M3;P/<;\]ZL_\*QT7_H(:]_X M-I__ (J@#M**XO\ X5CHO_00U[_P;3__ !5'_"L=%_Z"&O?^#:?_ .*H W?$ M=I=7V@WUK:0QS33PM&BR/L )&,YP>F:X_4?"6MZEX'TO13;0Q7EI%#&L@O6, M2-&5P[1XV2CY<[6!K2_X5CHO_00U[_P;3_\ Q55[KP#X:L55KO6=7MU8X4RZ MU,@/YO1L!M:GI.I/H6HP1W4FH7%S"8TBN/+CCC)!!*E4SWSR6Z5Q^J^ -=U7 MP5;V/VBU@O;;35L$MW^>,D;&[0H+G6-7@,AVH)=:F7G'>M'P;X8U;0]*2"^U0ADN9I?(MHXQ$ MZNY8;BREN^?E(QG'/6HI?AMH,$32RZGKB1H,LS:Q, ![DM50>"?"C6K72Z]J MAMU;:THUR78#Z$[\9YH78!;/POJ4R>(XM3TFV>UU*YCN8X8[YT/R;,+N0 J< MIG(]*Z/PEINJ:7H*6VK7;7-R)'8%I6E*(6)5"[QSNQBG0?#OP_=0K-;ZKK4L3?=>/69F!_$-1Y =SVI:XO_ (5C MHO\ T$->_P#!M/\ _%4?\*QT7_H(:]_X-I__ (J@#LB,BN2U32-7N/'>DZK; MV=N;.RBFC=VGPS^8$YV[>VWUJ+_A6.B_]!#7O_!M/_\ %4A^&6BC_E_U[_P; M3_\ Q5'6X$6@^$M4TR]NXK:[GTC2C"J06T%V;K:X8EF7SE8("#C:!4NK:%J] MWXQTB_A@BDM+*">"6=YPLDGF*HW;0N,C;[9JD/!'A1I98EU[5#)""9$&N2[D M ZDC?QCO4UK\/_#=]&9+36-8GC!P6BUJ9@#Z9#4K 1^!?!FH^'+V&2X2UAC@ MLS:O]G8G[4V\E9&&!@A>.&9M,TV""2:9T.^:38$VNK>ASG&*P[OP7 MJM[XCGU$0VT#W%Q;7"W0ES+:^6,.B_+R& '<#U'%:?\ PK'1?^@AKW_@VG_^ M*JK<>!/#%I,D-SKFJPRO]Q)-;E5FYQP"_-"T!ZEGQEX;U?5?"5SI-G.=0N+B M5&$UZ\Z>V36-8:X09>(:U,74>XW9%.;X>>'DG2!]5UI9G!*1MK, MVYL=<#=S0!O>$_\ D#W'_82O_P#TKEK=KS3P[\.M(NM-FDDOM;4K?7D8":I, MHPMS*HX#=< 9/M?_ (5CHO\ T$->_P#!M/\ _%4 =I17%_\ "L=%_P"@ MAKW_ (-I_P#XJC_A6.B_]!#7O_!M/_\ %4 =G5>[$AM9/*B660*=L;-M#'TS M@XKE/^%8Z+_T$->_\&T__P 51_PK'1?^@AKW_@VG_P#BJ3UT R[;PGX@;X?' MPS+';6[2W)$\J7!;,#REWQ\H^;:<>]=F^GS6^^2VGEDA6'RXM//EK",#C!V; MAZ6ELR6]S/+(L=UM9Q)O*E9-F5VEN0.O?CBNF\ M+V%WI>I6=A?212W5OH\,_\&T__ ,50 GBCP?-KE_-/:V]E;.L!9+E4 FGFZ*&8#(5< M CD\XZ;:@O/!^K:IX N-&NKPB\-R9X#/.\^Q5EWI&SM\S# R<_I5C_A6.B_ M]!#7O_!M/_\ %4?\*QT7_H(:]_X-I_\ XJA: 2:GH^K:^VBR7EE:0?8]12XE MC\[S 4"."1\H&]= M3_PK'1?^@AKW_@VG_P#BJ/\ A6.B_P#00U[_ ,&T_P#\50&VAEW/@S4(VN;O M9;M+_;:Z@K+DN8ECVD @9W=1CW]ZXW0],F\2:'<:5!- =1FTR,))"5*1JLH< MQ3$ E9&/'S9/7(ZUZ#6>36)E ^I+51;PCX16YMH/[?U M7S;K_4 :S,?,YQP0WK1<.A9CT>?2[$S77G>?=:M9R/YDT;@D2(,@)&@'3T[5 MWM>7ZIX&T!K6%K34]8FVZC!;R?\ $UF8*3*H8O8UN_\*QT7_H(:]_X- MI_\ XJFP.THKB_\ A6.B_P#00U[_ ,&T_P#\51_PK'1?^@AKW_@VG_\ BJ0' M:4E<9_PK'1?^@AKW_@VG_P#BJ/\ A6.B_P#00U[_ ,&T_P#\50!)XPT;5=5O M]#ET^TMY$L-0CO)&DGV%@H8;0-IY^;.:Q=,\#:Q;^+Y-7>6*VDEFN&FN864[ MD< ($C*;48;1EN2W._\ !M/_ /%56E^'WAR"2..;5]9C M>3/EJ^M3 MCK@;N:%H&Y-XG\/:S?2: +,+>_V=J$=Y+<74RQO(%##;A4 S\W M8#I5>R\&7D/BRUO5+V^G6UQ/="W:99 TL@P=OR!@.IY8^U-M? WA:^=DM- O#+W;6J:UJS7*_>A&M3%Q]1NS0A&]X%_Y)_P"&_P#L M%VW_ **6MFY@2XMY8I(UEC=2K1N,A@>H/L:\Y\(_#O2;[P9H=W+?:TLD^GV\ MC+'J_\&T__ ,50,R!X'UFWN[6\L'@LIY'5 MYX[.9H(H,2(VT*H D4*'&&&"6)P,UNWFB:I:^.&\1:='!=)/8BSF@EE,90JY M8,IP>.<$5#_PK'1?^@AKW_@VG_\ BJ/^%8Z+_P!!#7O_ ;3_P#Q5 &;J7@C M4[S5+Z_5;033:O97L;[CE4B50_./8X'<5F7G@/Q/J,VHR7,EGF?3I;1%4HJ! MC*'7 2,?+@'[Q8YSSS72_P#"L=%_Z"&O?^#:?_XJC_A6.B_]!#7O_!M/_P#% M4=+ >-.DTQK!X#)'&X/F$EE+1N-K=05 / KK#\,M&'_+_KO_@VG_\ BJS+KPEX M/LD#W'B#5$7S?*R-:F.'QG'#<&A!N=%XPB^S_#/7XF:LMIVI:%J^MQ16>IW%N\>GVZW, F4N MJ1N&.Z(%R <9VP/04=+#N>.64/BR]TN%+V37 MH9(='N6&QY8V:X68B($CEFV] ?O#KD4/8^(+2]\1ZC:VVK+JU[I=H]O(HF*L MP5A,,?<#CG"GD9^4#->QA0.@HP/2CK<1Y1(FNI9PB.XUE]+?4H?M44*7OVF* M':=VUI )64MMSMSCGL35S05UC1?ACJ*6UA?_ -I/;EY"$&W M53-*D89@BEV R3T'U]JD 'I2$>2V=[>#SED@O7D$H<;V!8 M C(R"(2<=17HGA::ZN/#EG)>6MQ:S%2#%<.SN!DXR6^8\?WN?6MG ]*,8IC8 MM%%% !1110 4444 %%%% !1110 4444 %%%% '(^.[622SLKV$3-<6$K3PI' M8O=!WV, K(G.#GKT]:R)K34_$>J>%(-3TG[&MM$NH:B5C_=B91A(0W3[QW8R M>!7HG6DP*$#///'_85NT8H \:BMM99]-GN[#4+G0;*Y&V.33MLV#;E3F)$4E5?@';GG.< M=O"#'WF4 94<@5Z;@4 =* .?\ M!]YJ=[I$DNIV2VKB>18@(&@\R,'Y7,;AKRK1+?7 M+/Q%>QRVE[+'-?7DE['-8AHFB(S&Z2%07)^4;0YZ8P*]6IN!1U#H>>^$YKC2 M;C5IKG3;Z6+4-218YHK&2+=F, L8F^:-%VXR<\FI/#9&I>-;G57TV[TU8H&M M+6VDT^6+>@;)D=R@3)/W5!/'N<5WP%&!UQ1U 5>E+0.!10 4AI:* .#\:Q7U MGK$&L:5;2W>H+ +:*U-@\\<@:12K8%! /:DM >JL>;^(IXO$&K:3:?V3J-I;;X M+^XO#IO2:3 I:8=0HHHH *Y[QA8)J6A-"[S(J313 M;H;9K@@JX8?NUY8<=JZ&DP,YQ0!Y+KPUO7/A_!'>Z))%J4\@(MK?3Y-TJ"8% M1O&?LY*C)W=,UK^+Y;_4XM,$-GJL$-CJ(%VT-GYK?ZH[712K"1 S 9VGD>U> MA8&:,"DP,?PF^I2>&=/;6(_+U Q?OE"A<<\9 X!Q@D=B:VJ2EIWN""BBB@!K M_<;C/'3UKRK2[#Q#%HUYX;TRT,FGPQQ1"\N+9[*5U+'S5^;.XXX##CGO7J_: MFX'I2 \S\&MK6D^"FTBVT:XMM2>2\:S,R-Y*?O"5+MCY1\W'][!/>K/PZT>^ MT75/$$%SI\T$;2Q,LTKEO/;RQN;=@;B3DDCN2*]#P/2E_"GU!ZH!TI:** "F MM3J.M 'G]Y%?:7X]DNM.MI;O^TIX1=I)8OLAB2,C>L^=@/\ LGFJWA6XO?"\ M-QI_]F7MYI-C @CGCTUX[AY&D.4"D_O ,YW+\N.YKTC:/2C H!G SVEQ-\3] M*NX+*5H+=+A9#]C>!8=X3YC*?EER1P >/SKOZ;@4Z@ HHHH *XWQW;R[+/4K M999+NP\Z2")+![I97*$!65#D9]>GK794F!Z4AIV/)8D\4)XE>]DLKJ"_N&LB M(%M1);F+:?-4RE3LVG=P&4Y/>M+QC?KX@T>#3XM&U*'^T0T<]W+ICG HQ3$1681;.%8_,V"-0OF AL8XR#R#]:GI!QTI: "BBB@# M*\2V2ZEX:U&R:3_ /"07D-@US97EMI]G?RI%/9Z M8PED01821K=U6\L4OVJ9MTB&-I07)$FP@%,Y^ M[CBNOP*3 [4Q=+#J*!THH&%,>GTA%# \Q&G7B7^NZ+%;7$NEZC'>S7-T=/9) M(9)3PJ.3MF')/R^GX5I:!J6IIH\]G/IERJ-.;2PN8;!X2Z^7Q+(C"1A^C'<,CGK MS7J%- YIU5<204444AB5P7BZ&^L?$L.M:7;R7=^UO':+;-8/+$R&7E 'D>B6.I:=K-O-X('0YS7I6!Z48'I M1V%T:[F)X3_Y!%Q_V$K_ /\ 2N:MVL/PG_R![C_L)W__ *5S5N4#"BBB@ HH MHH Y[Q?9ZAJ.E)9V,*2QRRJ+I&E\LO".64'!^]T/L37DNB:;XGT[3;20:?J5 MI<164R6<:67G*9C.3MD#(?+# CGY>!U[5[T128%+J#VL>>^(I[C4+S2;J;2= M0DM;"XFAO(19O)O8Q##HH!+)DD;@*E^'VGWNEQZ;9:@KI=1:-$)$<9! ->P8%0RW%O#-'"\T22R?ZM&I4W%+K<#A=#66ROO$'B:[TJ]7S;A;2VMHK5C*84;:&"=<% MB6^G/:N?T+2]2B^(27+V%X+=;Z[D,4ENRK &"@2><5 D#8.%!.,]\5ZUBBGU M%T,+P+_R3_PY_P!@NV_]%+6_6!X%_P"2?>&_^P5:_P#HI:WZ!A1110 4=Z** M ,W6_P"T&T>\725C:_:,K )6VJ&/&2?;K^%>4:;X2NTL=;M[C2M0@F341]D, M;9$Y>((Y8E""AZLXQWP0:]H(%03W%O; -<31Q*S;09&"@D]N>]&P[GE4J:QI MWAGQGIEW:N8!IE[))>/;NIF?RCAO,/RN""<*OW0H%%=QXXDC/@3Q-&KJ7&DW M)*[N0/*?G%%!*.(TN74%N/#ZV'DG'@Y"ZS.RKC]WR, \]*H6WC*^TK2O#%C; M7TD4WV>S:2%_+VSK)(5;[P+M@#JI4*>N<\>E>#!_Q0OA[U_LRV_]%+6[QVQ0 M-L\LG\3>(K#2+CQ+/JLLUC9:S+;75H+>+:+8.R Y";]P)7G/;ZYJWWBSQ1:' M3[>\U6WT^2;31>1W%V\$$<\S.?W99UP55=@(7#?-G/->ND#'-';K0!Y;K6MZ MO=:AXCT6347=Y-.F>&"R\MOL^U%)W@IO!)) 8D@@\8/-4)/%FJVEOI-I8^(+ M>*T.E+-!?74UO''V: /&_%6LWNH:[!9WV MH>6]MKEAY6G(B$&([29LXWD;CC=G;VQFMCXAS7NMZVNB:7#=S2:=:F^^:.@'F=AXWFUN^AG35_[/ADL8IK6U$:-]JD.?-' MS*6.P@@[2-N"6XJA+XH\0VWA_P -7%UK9A35(I)KB_D%O D;A1LB#.A10>3\ MP+'!P1TKUO:<]*-O.<"@#SFS\3ZO_P )3H5K?:C;3I?6T6;;3VC=6YN%LM/2 MQLKR(O),IXDDA(;@C!8M@X &<5[PPI,#&.*%N#V/'?B9K-MJALIM/O8F@^S7 M2J;@E$>1652(LX)G!!P/\GUO3V9].M79)E)B0E9OOCY?XO?U]ZF XX-2T+8' MN%%%% !65XDM_M?AG5;83"#SK26/S2"1'E"-W'/&@.:]$/\J !MP.AH Y+X?,&L-4:V??IIU"7["5.4,7'W M#_=W;L8XKL5Z4B]:=0 4444 (WW37DA6"#7=>T>-K&ZN]26]E>]BW-/IZLH" MK*N,JO/'KVXKUL]*;C!S2Z@>>^"O$6DV5@UDZV,,*W45A#>V1WPW\Q3.0P') MX.>WO4GA&SMKWQMKVKV5I';6-FPTZ#REVK,X^:5R!P>2%S[5WO;M^%.&!Q3Z MW#I84=*6BB@ I&I:* /+/BXVI2:;)BUNQIUK&DRS0NH#3&15&[Y@V I/8\L/ M2L_3KF6U\9VTKW,$L\4]S.VV#"3(N=NTX !/7IWKV%NM-]Z%H#U M/(/$]W+?^)K&\TN]@O+B_FL9M-$%QBXAASN=O*^]L9-Q)(QCKTKV.H^]24+: MP=0HHHH *P/%IU(Z&\&FVT\TEPZQ2& J'CC/WV&X@9QP.>IK?HI- >$:5;Q: MOX"T30ULS]OOM2GMTN)5#20P+,SR,KX1C#%B,E5DY7*YV]\9P*]$XZ>]**;#K^$M-N;BS2SD>$9@ MC0JJX.!M4] 1@@>];M-7K3J 04444 17,CQ6TLD<32NBEEC4@%R.PSQS7B$< M%]=ZIXCAUAGL+BYM;2ZN9+UQY$1$VXJ2I(5-HVYZ<9/6O.X].U/&/6@0ZBBB@84AZ4M% 'DGC:75O\ MA,]+N[BSU!+6"_2WLE@9-LBE&+O][)9CM !' 3WK-^'6N6NE7%W?ZC>Q_9%L M8S+/$2Y5FE( N ,XG.Y01]:]K;&>:;G(Z4+0&[GC^CW#O\4H\3"5C?W09%;_ M $M5V*!YPSQ#P=O'IZU[)3!UI]'0.MPHHHH 2N%^)G]H3:%+;06ET]CY,LUU M+ Z@C8A**DU=#6C/'=!O(;#4-#NY;>TU"\U&*RAC MM9&S=VP6,[I57!^3C)8$#WS6E\0]8TO6/"4-Y87D$DDD@%LX=TN&990&%NI MS)D$?_6KT_ I,#'--ZB6@0.7B5RK*64$JW4<=#4M(M+0 4444 9NOSW]OH5W M)IELUQ>A,0QJ0"6/&>2!QG/7M7AUA(+W4/!<%A8:>\.N-:P?:;*W38;2.3@ MN V!P%.%SGIFIOA2S_\ "&M"8YU6*\N$4SD$D"1NX)Z=/J#7<=#2C@4"Z6'# MI2T#I10,*:_(Z&G44 >0Q2WDGQ/6XU[3KF*.ZLKL/!,4:)+="H7@,0>!D\9R MV.E;?@6>QTO15U"Z LVU^^9K2!4( 4@^6BA1Q\JD_C7H)Z]J;@>U'2P/5GGG M@Z:%_B!K0LF@DM6MHLFSE,D2.&;/F$\B8]P>?6O1Z8, CI3Z "BBB@ KROXJ MMJDGEG[+>+IEFT4D* /,%U*RM/B/] MM66)+>"PN)+[R)&>2+&&+7"]1@ A1SQTXQ5'6[E[KQ?;3V%Y;WEU>WEG-9&" MY'GP6^TE\Q?>"%222>.1GM7K>0.E'&<]_I1YB1C>$O\ D#W'_82O_P#TKFK= MK"\)_P#('N/^PE?_ /I7+6[0,**** "BBB@#$\4R6<>BR&^>R2'(R;Z0I!G_ M &STQ]>,XKRVTMDU7P5X/T0VKR:IJ$GEM=S+F2.VC8N[HW4*0 JGT85[6P)- M-X''3''%"#H>?>--0TB[TZ.X2^T]H=%O72X@OBR1R.L1_=$D8+?,I'7/O6MX M8NC>ZE9W1L&L/-T:!OLK+@P_.WRX[8KJ_P JQX_^1VF_[!T?_HQZ$#-RBBB@ M HHHH 0]*H7,UTERB+;#[,5)DN/."^7QZ$78D#Q*8\L[#/R,01N^[DXJTB-KNGZ%JFF6D>GWTLA2ULDBS&5CE M+"=6^4B/^(\?-D#OFO7"/TI*-A,\T\/ZHM_X?6V$*K]EU6T$DPDWF21I5+%S M@8<'J.V0*]0K"\28%G9?]A&U_P#1RUNT#"BBB@ HHHH .U>:>*)4/C[2$LIH M5OO-82"*0FY"F-@&=3_RQ!P>.,^^:]+IA&.3VI >1>!-3BT>]O;J[OK=M.MK M""*\O;:X^T0S71DQOW*#\YSSWYYJSX>U.X/CV>.9+2ZOI=2N(YT>(FYM80H, M;AL_+&1M &T Y)!R37J?'XT#%,70Q/ O_)/O#?\ V"[;_P!%+6_6!X%_Y)]X M;_[!=M_Z*6M^@84444 %%%% &%XRFO+?P?K$^G;S>):2&+R\[@=IY&.LIM2O;2SC\)1W/^CW;PJL@V .=I . 3UR*RKS6]2O=$NKF1 MDCU!_"S3/=_/O91*P&%#!1D"/#A(.*Z"33+"X+>=96\FZ+R6+Q*+O%<-A'++IUHGVF>UBM[F2$JC> M:<,-JRL3MX(.1D'H*[_[%:+)O%M"':,1%@@R4'1?I[54M_#NB6>1:Z180!G5 MR(K9%RRYVG@=1DX/;FFO,#EE\5>(Y_$-U86FG1745A=0VUR4AVEPR@O(&,GR M8W9"[6R!UK/'Q"UBVM+?4+FVLIK:9;\"&&-U=3;YP2VXC!QR,#'K7?3Z)I5W M?QWUQIEG-=Q$%)Y($:1<=,,1D8J5-+L(S&8[*W0Q%FC*Q*-A;[Q''&>_K2Z MCV\^I6O MV6\9?WL600I_ GZ]::?#>AFR^PG1]/\ LA?S/(^RIY>_^]MQC/O5^VM8+.WC MM[:&.&&,;4CC0*JCT ' I@2T444 %%%% !1110 4444 %%%% !1110 4444 M%(:6B@#B_BA)J-OX)NKS3M3GL'MRKLT'#.,@;=W5>O:N=\3ZQJ<.NZE+#J%Q M!-8W-A'9VZ2E8Y%E;#@IT?()Y(.-O&*]*U#2M.U6)(]1L+6\C1MRI<0K( ?4 M!@>:A30=(BEMI8]+LDDM1M@=;= 8AZ* MQAN&O8K'4C"S$%%!RC#=M(88SU.*[JVG2XMHID#!)$#+N&#@C/-5'T+2)8XH MY-+LG2&0RQ*UNA".3DL!C@D\YJ_M%- .HHHH **** .0\G2D@,GP?JEKJ>E2_98KN(6]Q);R+TMXH($&$CB0(JCV X%3TP"BBB@ J&ZB2>VDBD9U1U(8QR%& ]F4@@^ MX-34UT61"C@,K#!!'!%)@<+X'OXFL;S5;C4Y18:A?&'34O+QWW*N57:9&))8 MAFQG-)X/NY;/6O[&U1KN;59+=KO[0;][B*2(RL%PI8A.,#@#I78G2=/,%O!] MBMO)MF#P1^4NV)AG!48PI&3@CUHM=*T^QFFFM+*VMY9SNE>&)4:0^K$#D_6G MU#H6P<@&EHHH **** &,:\R34-;TWQK9#4I;N 7%W=F4R3YMFM54%6"[L+MX MRV!U.2:]/(S5!-#TJ*>XGCTVS2:Y4K/(L"!I0>H8XRP^M)?%<.AQGC#4Y8-4 M\/ZCI^H7 LY+^W26:WN=\;QOG">4#AM^1\QSCJ*]#K/71-*2>VG73;-9K5-E MO((%W1+C&%./E&.PK0I] ZA1110 4444 ><>/-;O+'6Q$I8V=IILM])"EZ]J M92I X9/F) [9 )-6/$>N+?2^'[2TU"2WM;NY,=ZT%QLDB(A,BQLP.Y">"1D$ MX]Z[*[TJPOWA>\LK:X:%M\1FB5S&WJN1P?<4V;1-+NHIXKC3;26.=_,F22!6 M61^,,P(Y/ Y/I2MH'4RO =[>:EX)TN[OY&DN9(CND8!M334?#/V+4]0D-\T]S" MT4ER?.4(YRJOG<^T$#>.>E2?#Z26_MM2U5+NZET^YNF6Q2XN9)L1)\NX%V)^ M8@GK741Z-ID(A6+3[5%@1DA"PJ!&K=0O' ..0.M6;>V@M+>.WMH8X88QM2.- M0JJ/0 =*8NA*.E%%% PHHHH AN7:."211N9%+!?7%>:>!/%3210W.MW(#WED M+U[N2_8Q+F39L*-A(^2%&WKCN:]0(!ZUG#0-'$=Q&-*L0ERX>=1;IB5@]'4#DM/O)-.\;>1J3W=PVIW=P=/ECOW>%(U52#:]PL*B1AQP6QDC@5=HZ %%%% !7#?%.74;/P?+?Z=J<]BT M$L9?R/E:3,BK@MU Y/3K7,8I_P 0M6U :?/J^DWE MP^F0V4C0W.GW0"K=!P!OPP##C;MYY)&,UWZ:%I,5Q!<1Z99)-;ILAD6!0T:\ M\*<<#D\#UI!X?T8-;N-)L=ULQ>!OLR9B8G<2O'RG//'>D!9L7EDL8'G7;,T: MF12,88CGCZU9I ,=Z6F 4444 5M1BGGTZXBMK@VTSH0DP4,4/K@\&O*-+U/4 M;SPYX9M+W5[U8;E[[[3=BX*2N8R^W+@@C&,XSCY?3BO6[BWAN[>2WN(HYH9! MM>.10RL/0@\<>%O#ZVCVJZ'IJV[L&>(6D85F'0D8P2*0'):=XJO9/AI83F M5[K79[:)76&,R21^8<"9T3+!< MG'.*N_"_4)[[PC_I5W>7H92" M/J#7'>!+M#I$U_>:C*(-4O'&GQ7=XSGRQPJH78DDA2V!SS7;R1)*C)(JNC A ME89!!Z@BJ_\ 9MEY=O']D@V6Q#0+Y:XB(& 5&/E.">E(#D?">;KQ?KLUI=WK MZ79.+*-)[R697F7F1OWC'H2%X]#7YU:0^3+>WL"N;UUCM4@YP\7" ;1DN>>9%X_P"PG?\ _I7+6[6%X3'_ !)[@_\ 43O_ /TKFK=H **** "BBB@ MKRSXC:IJEMK,JZ?=W2Q6MDL\ODSM$+;,JCS" 0)?EW?(<]*]2JE>:/INH7$5 MQ>:?:W$T/,4DT*NT??Y21Q^%'4.ARWBB]:]TZSN=.OO/@LIFDU".VOS;R,BQ M$LA*L"&&5)&1BK/AK4+?5-5M+ZT69;>XT:&2-9V+.%+MC)/)/ODYK=FT+2;F M&6*?3+.6*:7SI$DMT97D_OD$O%5(E5/&LJJ --C _ZZ/0!N4444 % M%%% !3)2%B8EMHQ][T]Z?2$!A@C(H \NM=3%E>^+HM6O=1^Q6EO#>0Q?;Y&* MKM;+"5&!&\_P@@#'I5+^R=J2%72WGF=Y-[.9-BDY^0*=K$G MA5/7I7I\>A:3#;S6\>F6:03OOEC6!0LC>K#&"?VL_,&J.\[-!O(&R)5/RAUX)V@8!&>372P^'M%@@F@A MTFPCAG8-+&EL@60@Y!8 PCO V[[0EL@DR>IW8SFF!3 M\"_\D^\-_P#8+MO_ $4M=!6!X%_Y)]X;_P"P7:_^BEK?H **** "BBB@#%UO M6IM,M;QXM+O[EH83)&8(MXD;LH .XG/MZUY-;MJ6K:7K)O-7NII-/U'=MNDF M7EX@%6,$##!S\JX],XSFO))]**[+QI86<'@OQ M7=Q6D"7,VDW(EF6,!WQ"V-S=3^-% ')_VYKOA[PKX5>Q83VVI:7;6-O$RK^X MNVC4HV<9*D!L@^E6SXIN?#>LZU;WQV<9?>+KZ36?#LTT%U8QK=7BW$(5U6X5+=G4@.JDCCN. MM6- \0:IK'CZR-RHM[2YT3[5';1SETR9.&(P,-CC^M=6/#NF9M'DMY)GM6=H M6N)I)2I=2KS$1YSM&2<*".!T':F( MV@.*,4#H*6@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@# MG/&USJ5GX:NKG2Y[N*XAB=U-K#'(Y(4D9$@(VYZ\9]*X&3QUKLNHZ3+%JL;6 M;BQ%Q+;0H;8-)_K!(67>I)^[M(ZC/6O4M4TJRU>W\B]B9X\'[DC(<$8(RI!P M>XZ&J#>$-!:XBF_LV-3$$VHI98_D^YE =IV]L@XI+1W!ZJQA>-O$>HZ9J5I9 M6;W,,/V2>]N);41>;LCQPOFJR]R3QG@8Q78V%TE[I]M=Q,S1S1+(K,,$A@"" M1Z\UDR>#/#\MM%;OIJ&*)Y'0!V',ARX)!R0QZJ>#6\B)&BHBA548 P /2A M]Q:6BBF E9VN:Q;Z#HUYJEV^V"UC,C^_H![DX%:5)@4F!XSH_CK7=6OSI!U^ MW-Q!FGNP MBX0*2&0O!-ID9A>WCMF16908HSN1>". >:.@=2/P1?ZGJ6AFYU&5YE>9_LL M\L2QO+#GY'95 )'H!QCBNEJEI^GP:="8KG%>2WOQ16V\9M-)K%K'H,*7$9M%,9DD>(#YC_$"S$JJ\9"Y[UZT>E49M-L MY]1M[^6 -=6RLL4G.4#=1^.*.H=#C?A_XIU#79M=2\U*UOI;>57ACMVC*QJR M9V!D^\ )=5]E=9,!8V"+N4J1R2 MW3KSBNLE\,Z//=&YEL$:5MH)(4%R2!DDX'%"!FF.E+2#I2T %(:6D- 'G'Q+\;W.A1_8],U2WL;R*-; MF5I2A9U+!0B*X.2X&*2TW&]CF=* V\,#123,Q!6 M0LC. ?E'!'7K7,NQ1-B[4.W.TD#H2"16[3Z"ZA111 M0 5@>+M?3P]H;7!GA@FFD6W@DF8*BR-P"Q/&!R>?2M^DP#U%)@CQ32_B%K=] MHL'FZG-.UK!=75]W@GPZT$,!TQ/*B+E4#L,[VW.#S\REN2IR/:I MW\+Z,\=RGV/8+F7SIC%(Z%FVATM8+*UBMK6)8H(D"1QH,!5'0"K%# **** (KF>*UM M9;B=Q'%$A=W/15 R3^5>7^&_&NI>)-:UN*+6%,#VD=S96]FD,DT*EB"!GJ^- MI.[(4MTKU0]*RI] TVYN[BZEMO\ 2+B-8Y)5=E8A22N"""",GD8-(.AD>"]3 MO]?\%Q2WFH-]O+2PR7$4:+)&P=@,J5*[P,9^7&>V*C\#7^I:D-5NKG5+B_L% MNV@LI)XXE9E3AFS&B@@MG''05KV_AK1[5K5X+%8WM4D2%@S942??YSR3C))Y MSWJ[IFF6>D:=#I]A;I!:P+MCB7HHIO>XB[1110,*1NG%+2&@#S#Q/\0)[/QE M9V%GJEM;VEK=I;WD+&,R3LREB,,,JJ@*-PQDOCM5_P !^*K_ %N>)M3GN?/O M[/[;!!MB\A(]^,)M7?D9 ^=CGK79W^F6>HO;-=PB4VTHFASGY' (!_4UE#P3 MX<6TN+4:5'Y%Q@21[VP 'W@+S\J[N<+@>U"T!E"34M37X@VNG6>IR7<)1I-0 MM3#&(K6,C]V0P&X.2#P6.>2 !795BVOAG2[+4);ZVBGBGFF,TNVZE"NY&"63 M=M)P!U'85M4+8.H4444 %<3\1/%4F@:8+:SU&WL;^X222.>8IA%1=QP&X9B0 M% ]3GM7;57NK:*]M9K:X0/#,ACD4_P 2D8(_*DQH\YM]>U;4+CP@ECXAN9;K M5(EN+N)8K=H5A11YC?ZO<"6('WNN?2MWQGJNM:9?^'VT^[A@L[C4X+:Y4Q!G MD5VP0"> ,9Z<^XK;L_#^EZ?>1W=K9I'<1VRVB29)*P@Y"#/053?P5H#V=K9F MR=;>TD,L$<=Q*@1RQ?<-K#YMQ)SV[4^I/0Z&EID2".-47=M4 ##4GU#P+;ZG+JQMB;-+B:\LU3&0N6*B16&#SU%'@>XU2\ M\*6EYJ]U)<7-R6E5I(T1EC)^0$(JC.W&>*M-X6T1H[F/^SH@EU EM,J956B3 M.U, \ 9/2M:&)(84BC4+&BA54#@ =!3=NA/8EHHHH&%-0R1X&_GYLD[B%SR%SBM_P9KE_=V>M1ZE=2W$] MA>O&JSQHDZQ[05$@0!!/%-_K5U"=4GN?.O[4WD$ M&V(0)'OQA-J[\C@?,QSUKT"L?2O#FDZ+,\NGV20,^0<,Q"@DMM4$D*N23@8% M;% D%%%% Q#7$^*-4U73/$<-Q/?:A9>'DME\R6TA@<>>9<8?>C,%VD?=KMC6 M7J.@:9JL\!@5%XBO=5A\8Z)IVF:U=)+>R&6:U\J!HDMXQ\[9 M,>_)) 'S=ZUD\&Z'&;P):2JMZ9#6]F MD=Q%:K:1ODDI"#D(,GID#\J.P%;PG_R![@?]1*__ /2N:MVL/PG_ ,@:X_[" M=_\ ^E,*,GG MKC%>;Z/\0=9U#28'EU.>9;.TENKZXLEMQ*P$I49#(5 "C.% )SU]?:&QT-<_ M_P (5X=,<$7]F($@#*JJ[ %6;>5;!^92W.ULCVH6X/8B\67VHQ^$YK[2+B\C MG6$RHUM#&[GY"1D2 C;GKQGTQ5?PQJ#ZKJ-E?R31327&BP/))""$9BS9*YYQ MG-:;^%=%>&ZA^Q%%NIFGF\J5T+NP"DY4@X( !'3VJ*RMH;/Q:;:VA2&"+3(D M2-% " 2/@ 4 =#1110 4444 %4)]1CANH[4B;SI02F('9/Q8#:/Q(J_3'4,A M![CG% '!Z#K.L7.D>(VUO6X[9K"^>-KJ"!%$,8120@8$=S@L&-8G]I>+TT[1 MM:OYIV!EVI$&$+W ,AVAXA@%W3 ]%ZX:GP-X>:&>!K.9HKB433*UW,=[@ M@AC\_P![('/7BM"#0[&W>W=8I9'MV9HFGGDE*EA@X+D]OZ^M"%;0Y'3]8&JZ M'"9+B::\75;62;S%(5=\JE1'_L<8'TKT*N5U'1=/T>R@%A;"'SM3M&?#$Y_> MKCJ3@#L!P*ZN@84444 %%%% !7F.N^.YE\?6&E6.L6UK9PWBV=Y$QC\R9V4G MHP)"K\HR.K,1VKTZJ-YIMI?S6LMS")'M9?-A8Y^1L8S^1-'5 >*F%[-=QV3F,?QY4R;C@G(8#H,<<]0?#.CG2I],-@ALYYC/+%D_/)O#[B!?^2?>&_^P7:_^BEK?H&%%%% !1110!!=-+]GF$+%9-AVD+N(..P[GVKR MF35?$=]H^HEM5N ^EW\BRF5EMYUB\O\ =F3RP%8[N=J\,, YKUBX@BN8)()D M#QR*593W%9<'AO2K>W,"68*-.+A_,=G:20=&9F)+$8'4GH*0'!W?B%]5\)^, M5OGG2\?2[L);$'RHD2(@J#GE_F!8^IP.!171^+]$TZS\(^+=1@M52[N-*NO, MDW$YS$V<#.!G SCKCFBF!J^"?^1#\._]@RV_]%+6[6%X*_Y$/P[_ -@RV_\ M12UNT %%(3@49H 6BDW"C<* %HHHH **,TF: %HI-PI: "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBC- !111F@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **3-+0 4444 %%%% !111 M0 4444 %%%% !1110 44F:6@ HHHH **** "BBC- !129I: "BBB@ HHHH * M*** "BDS2T %%%% !1110 44F:6@ HI,TM !1110 44F:6@ H-%)0!B>$_\ MD#7'_83O_P#TKFK;_L'1_\ HQZ -NBBB@ HHHH **** "BD MS1N% &+XF_X]+'_L(VO_ *.6MNL3Q*&O\ L%6O_HI:WZP/ O\ R3[PU_V"K7_T4M;] M !1110 4444 %%%)N% &#XZ_Y)[XE_[!5U_Z*:BF^.F'_"OO$H_ZA5U_Z*:B M@#CH/'I\+^&/#UE]DM90OAZ"\W3WGDM)A47RT&T[G.<@9'2NO?QII45W]FD\ M\.ODB=A&2ENTOW%=NQ/'YBN=TGPC_;7AC0;Y;]K=I?#T-C*@B5PT;(K'KT/% M7(_AKI%OK'V^*.UD)$(9+NSCG(,8"@H[#*9 &<=QFET&6=2\=V8COH+ 2?:H M;>>6.::!C ?*X8D@Y(#8''/I4D7CS2DD2VN&F,Z_9UGDCA;RT:904R>P.?\ M&N4T3PAK9U#4;?4+-H+>^2\CNKJ299-HD_-68_ MLEW!.+R;]UJ%S?@; M1RTRLI7Z#=57_A6]FMD]L+^YVOI(TLG:/N;R^['KDT@-=_&6F+K4.E(ES+-- M-Y"R1Q$Q[]F\J6]0O-)XK\4CPS;6 MG^&M=L?'K7ZZ?YD#7I/VB:53$L'E!-R#S-PDX _U?J-V*[K5]-FU.S:VBN_L MZN&60&%9%=2,$%6IOR#J8R>.85UB>SN[1HK>WTY+^2\2021!2"3R!R!C@CKZ M5,OCS1C%,SBZBEC$1^SR0E9'$AQ&57OD_P JHP_#C38+;[''^"#7/7GP]AO?$$.O2:K<+JT(B\NY2-05VELC']U@Q4CT]:T]#\)6V MBZ[J&JQRAI[U5618X5B4[2Q#,%^\WS'YC0@9TE%%% !1110 4444 %%%% !1 M110 4AI:2@#F?$GBMM"U?3-/5+ &^25A+>WGV=%V;>,[6R3N_2DU#Q-J-AXK ML-'&F6\Z7@DD#QW1\Q(T7)8H4QUP!\W>KGB70#XBTV33WO9+>UG79.J(K%UR M. 3]T\=?>F6GAN"SUR;54GD,C6B6D*,,K"B^GJ2<$Y]*0#?"GB27Q):ZA+/I MS6$EG>O:&)I Y.T*Z/;ZK=K:WLTCS^:?-9E.[2ZF%LEQ%=_9 M2 1YT:;%;=UQ@ X[GFF#.P!I:0#%+0 444E > 37!W?Q'^QWNI6S6$$YM4B M\M[:[$BF220HL(/K[^M("E/\3/LURVGSZ=''J,<\L4RF=VAC2-58ON6,M@[E_A M[\XQ7=6EPEW:0W",C+(@8-&VY3D=CW%<;)\/(6N!>IJQM]WDV\:Q)N.3@# IB+=%%% PI"<"B@T ;GJ?2CH'4L^$_$<_B33[B\ELXH(X[F2 M")X9S*DP0X+J2J\9![5T-9NB:/;:%HEEI5H"(+6)8USU.!R3[DY/XUI4""BB MB@85S_B3Q))HC6-O;6BW-W>RM'$DDOEI\J%B2V#C@<<5OUC>(]!B\1:=]BG^ MS^7NW'S[5)P.",@-P#SUI,# D\=WE6\T6L21Q11/=E)58YW\>600 MH!.<\XJ[X>\:PZ_K$MG&D$48\SR=\K>;*$;:6"E N,^C$].*EL?!MA87ND20 M22>1I-JUO;0'&T%L N?]K&1^)J/1O!%KI.KP7WVR:9;7S_LD+* (O.8,_(^] MT&/2GU%T.KHHHH&%%%% %/5KU]-TB[OH[66Z>WB:18(AEY"!G:/6Z2U@,-PSQ.3'O8EO+W?* 0<*>:[C7-*AUS0[W2YY'CBNX6B=T. M" 1BN37X;VZ.MTFH/'?QW$4\EZ=JD5 ME:W5G=211%X;LEBSMMQ&I0%L=\[377 Y&:XN'P%]EN=,DM=5D$>FQE8(9H5D M59&8EY.H^8[B,]ATKLU'RCG/O3 =1110 4AI:0T *;NQ\5V^CW%E9^3+ M#+2!6P_A"PN=6UB_OFDN_[4ACMGC=B!'$N?D4@Y )))]ZKVO@F/3+O4 MKK3M2NXI;[8&\Z1IPH5=N/G8D_B>/I2Z:C-G0-6;6]!L=3>U>U:ZA60PNY:.221F"JJ@(P.<]R.E=(:QM5T&'5]3TNZGED\O3YS<+ -KR8(4G MZ9R/>CJ!E?\ "9W*>)[[1I=$F5K;3C>JZRAFF(8+M50.YS@Y[=*=X,\9GQ:] MWBSBB2W6,^;#.9$)=&* [8EB4)&,+\J\$X[^F!0(Z6BBB@8444E & M-XJUX^&_#\^J"&.7RGC3;++Y:_/(J9+8. -V>G:N?U;X@R:;:QO'9V5[(+.6 M^F-O>[HO*1MIV/L^=O; Z$9KL;V&:>V9+>X-O*?NR!0V#[@]:XV?X9Z;<:%# MI,TJ2PB226626UC>1FD;>GRTM1JUQT'Q#6YU:TBCTW.G7-^-/2Y\[ MYQ*8]X)3;C;QC.[\*[CK7(0^ KDN.YD%I!=_;8[,* HFV% V[J0 2<>M M=>.E-[$KS%HHHH&%-*_ M8INED50K$QC;@-N/7M6IJ?BN[T_PNVMQVNFW<,2-)*T&H;HR <81]GS,?3 & M>,U:T[PT=,@U$V]]+]LOKIKJ2Y=%8@D\+CIM 'I6.?AZJ6UG!'JTOEP74E MY)')"K)-,QR&9?13T'3/)R0*734#LK6Y^TVL,XC9/-17VL.5R,X/O4]0P*ZQ M(LKB20 !G QD]SCM4U/J);!1110,2N.U#QRUEK<]HFGK):VUW!9SS&?:X>4$ MJ0FWE1QDY!YZ<5V)KE]5\%V.L>(+75;M+O? ]:Z70-9&M6#3G[.' M21HW6"1V"D=CN12#[$5BR> [.;2]8M9KN=Y]3O/MCW)5=R.""@ Z87:!CTS6 MSH6B)HT=U^_>>>[F,\\K #V&/%+J@ M%\8^)IO"N@/J<6FO?;& =5D"! 3C).#^@-9>L>/GTOQ5;:(NF>:T\D*(6F*R M2!R>I%1W MOP^AU+4#>7FH/(\DL$TVV%0S/%]TJW5!SSCU/K3 T/#OBJ;7-R;3 M'B4%Y0S2!U)!( ^7IZGK5N/_ )'>?_L'1_\ HQZK:1X9ETOQ%J>KMJ33MJ)0 MS1&$* 4&U<$'TJRG_([3?]@Z/_T8] C;HHHH&%%%% !37)5"57<<<#/6G4R5 M6:)E1MC$$!L9P?6DP.-N/&]_:3:W;2:'YUSIEO'<;+:YWJROGAF*C:P"Y(YX MZ9JI>^.K^)-$U!;*.+3+RUBN;EFC>38K?> <8"[0<\@[N@ -7K/P99CGDXX'H,8Z5;M?"JQ:7I6G7=Z]U:Z:5VH8PHDV ", ML!UVD9^N#VIV!E$ZPVMZ';73O;9_M:W AA<,T(\Y<+)R:[J@ HHHH *8[[0>,XI],<=<'!]: . M>\+^)IO$#ZFD^FO826-QY)CDD#,%G-7D\*ZQIHU&73M:!N-2N4FFD>%5\O!4,5'.3M7& M#ZYS3X? =O!=M(MZ[VR2SSV]M)$K)%)*,,3_ 'ARW'^T:2_0.IG_ /"Q[A+N M/37TB$:I--'%%&+LF$AXC)N+[,CA2,;>N*ZOP]K:>(-!M=32$P^_(-<[%\-],ATV[M8X[$&[F664'3XC$-JE0%BQM4C/7KR:Z71-(MM"T6UT MNT!\BW0(F>_O5"U*?@;_ ))]X;_[!5K_ .BEK?K \"_\D^\-_P#8*M?_ $4M M;](84444 %%%% $-P\RP2&W1'F ^19'*J3[D D#WP:\]N?'>NR62WZ6EO'J+Q&+[8L*^:!C^]C)'M MFLFV\)V]KX7@T!+F8VZG]_(2-\X)RX/^]DYQZT@,'5_$B^(/!/B]HI+9;=-* MN/)BW?OF'DOF1ES\J'^'(Y'/>BCQ)X3MM+\.>+M3BG^(EL'J M1\HX[44Q(71_%\6B^&O#VG?V?=74J^'X;YVA* +$B(K'YF&3DC@5T$/C3P_- M')(-2B3RH1/,'!'E(5# MV&01CUZ#FN:T+P7;Z[IWAG5+Z1WLU\.PV;VJ2/' MYFY4;YBK#!4BX@,*@ $9Y!(Z4#9M_\)9H M?V1KG[>@C6582"C!][VMQ%J< M!F07J2,T)VE+@Y.!G@C'XT,#IG\7:(J1.M^LBRP+<1B-&;+RU!X4C##!Y(.!CO5/0/!-]X?$4<.H0RPO9 M06MSOB.[]TNW*<\ ^ASBJX^'T\VF:7I]U?IY-A;7-J&BC(9DE0*#UZC'XT/1 ML#H4\9>'Y;26[&IQ"")4=W8,H"N0%;D0>17$W?P^OM3T^6*\U"W%S]DMK2-H82$"12*Y)&>2=N/05U6AZ&^D MZAK-RTRR#4+O[0JA<;/D5<'U^[3L!M8'I1@44M( HP*** "BBB@ HHHH *** M* "BBB@ HHHH 0]*YZZ\5VUIXLL/#S6UT;B\5V2;9B,;5W$9[G [9KH3R*Y7 M6O#VIW_BK2-9M[BT6+3/-VPO&Q:3S%VGG( XZ4=4'1CO%/C6R\*20QW4$\SR M0O-B,JN%3&>6(R?F' R:KS?$+3(-0\AK:[^S^?\ 9?M(0;1-LW^7C.[.!CIU MXK+UCP9K7BVSMY=6N+>&X"3+Y#*Q6 LV4D7:V/-51C//6I'^'=TUYC^UV%J+ MPWX?8?.^T>44#%LXQD[NG6DM@9L>%_&EGXIGN(;6WFB:&**;+%6!63)7E2<' MCH>:ZFN+\'>"YO#%[=W#7<96XAC1H8%8(\B]9FW$Y=NY[XYKM*IB04444AF? MJ^H2Z=:-/%937>T%BD14$ #).6(%9 M,DGKG'>I/%NCZCKFEK8V-Y';12./M(=6S+'W0%2"N>Y],UC:EX:UG6;1M)E% MG965FMO)9-#'\OG1ON&%SD( N#COBD!/%X[BN;RVL+?2KR2^FEGB:#=&IB: M$*6R2V.0XQ@UI1>)[=O%P\._9KE;GR#,963$9 VY .>3\PZ<=:YZ_P#AW)J& MDW5O.^FRWEW<2SR7,MIN,#/MYA.:=0 5#/*T,,D@C>3:"=B#+'V'O4U5;U;M[.=;*2. M.Z9"(GD7(4UBYO[0VL]K=6,@2:*4J?O#((*D@\>]8=U\2= M)M=3O[$VUTYM5&V50NR=BXCVH2>3ORN3QP:33-!\0Z):V]E UK/)=7?F:A?@ M$.RE3O8Y;.XG:%QPN/:JC_#)%OS)'>M69Y+MI9]Z"3 *JP?)8E)ZX Q3$6Z***!C3TXK"E\2K;Z_::3<6-S$;LNMO.VTK(4&2, Y'L2*W MCTKBI]!U^#6]0U_S+34+ORGCL8"I4P)CA5RP4$G!9CR<=L4!T-77/$R:#-;_ M &JQN3:S3QV_VE-I57!QU./6FS>'->U#5=*U#4[O3KG[%$C+;-"XC6XQAY0 >3R=N>G7KS52Y\$: MS=7OB*9M3MHEUGRMRQ(X*B,8"D[N0PR#TI= 9TGA_P 0P^(;>YEAADB-M.UO M('*L-RXS@J2".>QK;KG/"?AM_#=I=P>;&(Y[AIDMX%*PVX/\**2<#/..F371 MTQ(****!F%XE\1#PY8R7TMCTTX7D-G/= M@KOV1%5.W!.3N( XK+\4^'M0UZ\LE6>U;38&$LMG.C%9I =O0G&: MJ:EI7B?7M*NK*XN+:RBENMNT*29+8#E=RMQN.>>N.*70?4A_X6;I+00W,=M= MO:M' \\H50+<2MM3<")S/XK;0)-,N89Q;FY,I9&0(&VC.UB02>@ M([&L"\^'UQ>S./M-K;VETMLEW!#"0 L#941Y/R@@ =^E='HF@/INM:QJEQ.L M]QJ,JD,%QY<2#")^&6/XTT3J;U%%% PK-UO5H]$TFXU":*>9(1DQP)O9OH/Z MGI6E6=K-I98DLSLWONC,@8'=MQM!/7VHLM UN'2;/P MY=)8W.EQZ>]O/(R';*>0!<6_F.47<,Y/(.<9KM4^ M[7GDGPOMVMM,LTE58;9(EN)E:199PCE\, VQ@2?X@2,FO0U!QS1H&MQU%%% M#7.U">>/2L+3O$:WNN3Z3+8W-KK!> MZ?=I')',\4PV$2>4NYAC.1QTR *GM-?NKO1H]131;S$R+)%$9(\LI7=G.[ X M]36?_P (OJDWB2[U2_N;&\66-K>W26!B+:$CE57."6/WB>HXZ<5FCP'JEK8Z MG#I=_9::-2FC,L%I;F.*.)5VLJ 'Y6;G+>_'/-,#L-"UF#7M'M]3MED2*<9" MR## @X(/XBM.L_1[!M-TNWLS%;Q+ FQ4MU(15'3&23TK0H *2EI"* ,+5_$J MZ/>VL5Q87/V>XG2W6Y7;M#MT&,[L>^*9KOBFVT&_TRTGMKJ5]0N4MT>-,HA8 MX!9CQ^ YJEJ6@:I>>*X=7EGMKFTLQFTLWC;]VY'S/U 9R. 3P.W4FJE]H/B; M7]*T5KZ>PMKVTO4OI4\MF&48E$X;' P"1W!(H#N:6I>+X-*UR/3+JQN@9H)Y MX91M*N(E#-QG(Z\$C%:.@ZO+K5A%>M836D,T:R1>:Z$LK#.?E)Q^-8ESX.GO M/%%OK+26=NT4VTLH?* M@BVKC(7^\>I-"!G54444 %9>KZG+I5D]REE<7>Q6=UA91A0,DY8@5J5S?BS0 MM0\06$=A;744%H[_ .EQN&S/'W3*D$ ]\=1]:3!#I?%UBGA>SUU4FDAO1&+> M)5 >1I" JX)P.3ZU1D\=VZ:!'=8U MFW>PN!9VEM8O;RV!BCRIDC.3QNSLQA<'!Z^U59? >I/:16QOK.6WEO9;Z^MY M86V7$K-E1P?N+@<=\<^E/U V[/QCI^HZZ=*M,2.G#,9HU()7=@(6WGCT%=*. ME<-'X$N/^$AAOY;R'[/'J/\ :>R.(A_-\LH5#$_<.2>E=ROW10 M%%% $-S* MT-NTBQO(5&0B#EO85CZ1XE@U0:BDD$UK-ITWE7,M:>HQW M MS;FR78[<$< #Z4@$3XF:3]C:[N(+JVA:W6ZMF<+_ *1&SA%(P>,DCAL8S6C< M^+UMO#YUD:=-/:HC22F">*0(BGD[@VT_0$GBN9/PON9-,@MI]2B:2RMXK>Q9 M83@".42 R#/.=H!Q5Z?P+JDEFMJ+^T:UGO9+V^MGB8),S$;4X.=@QD@]>_%- M:@=S;7"75M%<1Y\N5 ZY&.",C^=3U# LB0QK+LWA1NV#"Y]O:IJ!(*1B12TU ML]A0,PO^$E5/$4&CSV-U ]RKM!,^W;($^]P#D=>X%)J_B>+1=2L;:ZL[CR;R M<6Z7"[2H(L\8EL]P7_ $H&38-O/RY)'WL<'-='H.N1:Y;3R)!+;RV\S030RXW(Z^X) M!_"N3@^'$@MH;>]FM;R.SM?LMFC(Z87S P9BK9##"X*DK:7I\]M=22:C<+ DD:?(A;.,L<>AX M&370'I7+^*O#VI:[=:1):75K"FG7B7@$L;,790PV\$8'S?I28&EKFKMHFFRW MYLY+B&%6>4HZ+L4#)/S$9_"L.Z^(5A90Z(TUE>"35!$?+*KNMQ(0%,G.!GT& M>A]*74=#UKQ/HEUI^K20VL$U\#Y2+DM:J1\C$$C+8)SV! ZU!XD^'R:W>)QS6^G02P6BK&58 MB1@Q+G/) '&.];,?_([3?\ 8.C_ /1CU3L)&W1112&%%%% !3)&V(6P3@9P M.IIYZ50N=-26Y2[62X6XB4B,"YE6+)_O1JP5NO<4,#G+KQ[!93WEK<:7>I=V MWD$0$H2XE?8A!W8'/4'&*-3\;'2-5T^SOM/%O]I :0S7*AHQN(R ,A@ -S?, M,"H=/\'7\5GJ$>IC2-3N+YQ+<2W-JSB9@?E4J20%4< #I^-.TSP/+9^';#0[ MF^\ZQBE::XC";1)EMZQCGB,,?N]P,=,T 6;O4I-6T6QO&MFMXI-3MC!O;YGC M\Y,,1CY<]<<\5UM>>VOA:3PS88>XBE^TZK:/^Z39DB51N;GECW/L*]"H *** M* "F,<9/\J?3&#$''7M0!A^'?$]MXD^W?9K:Y@^QS^2PN(]C$X# XSD<$=<& ML>3XDZ7%?7ENUM=;+7SP\BA2280"_P H.X=>"0,TEMHGB;1GU>YLY+&XN=4O M(Y1MC*K!]U6)W-R @/3G.*H2_#B_?4[R^CUIK>[G-P?MT(<7#B0 *KMNY5 ! M@#ICC'-)[!U-2U^(.G7.D7VHFWN$6T$8\H%',K2 %%0JQ!)R!C/%=!H.KQ:_ MH=IJL$,\H2.#7,:1X'N=*TG4+""]BMH;V9&:*V0A(4 PXC!)(9NYI M +X@UL:WX!\6S6T'^@QZ9=1QW);_ %S")PVT8Z \9SR<_6BLC6O!@T/0O&&H MQ31""72+M(XTCVMM,1VJQ[A0N%] :*8D;_A'7M.M?#GAW2IYQ%<_V%!=G>,* M(U1%)+=!R1701ZYI,SJD6IV;N[F-56=26<<[1SU]J\WB\(ZCKOAS2KJU>W$< MWA%-/7S'(/FN(V!. ?EP#S5R?P!?O?:A<1+9*9I-.>)MV&7R,>9SC@G QZXI M=+E'?QZKI\MV;2.^MGN!DF%95+C!P?ESG@\4R/6]*G$QBU*SD$) E*3J=A)P M-W/'/K7F&D^&-1UW4+F6-8+2UM=:QJ&D) M:/'86[6^F+8((Y21<'S%8L_RC 7@<\L:=A;'=V_B_0;K5)=.@U6UDN(HA,V MV52NWGH^+ M(M5O;&SEMK)3]@A^V$"-V7#2,/+Y;D@>@/K2W!F_IOB.PU34+FPA\Z.[ME5Y M(9XBC;6SM89Z@X-;% ZE?$&:YCN"XVKPD:KM&U%!/N22 M3774Q"T4F:,T# U3U/4[32+"6^OIA%;Q %FP3U( ZDD@ >]7*HZHEP]A.M MI!'-,Z[52238ISQUPZ<0ZF0+4>4VY\D#)'898>']4OO&&DZN%BMUM"3*QN7E!4I@HL;#:IS_ !K@ MD?6GU)UL=CFEIHXI/FSZBMYONGZ5P-MI'BK3M5\4ZE8V>FK<:H8FM?,NF*QE$"?,-GL3Q]* -M_ M&^E1Z9/J'EWK06[NEP5MVS 4ZAQVK?M+J.]M(;F+=YE<$W@ M_59?#$&B%8H5N+Y9]4G:Y,CW"9W.@1@(@50 HX ]!1T ?129H MS0 M(3BC-(W- &1/XHTFW\16N@O<'^T+E69(U0D8"ECD]!P*J1>.M G75&BN MV9=,9%N"(VZMG:%_O9QCBJ6NZ1J]YXRT/5+2TMFM=/,OF&2X*._F)MX 0]/K MS66WA+5+O5O$TU[86QM=5-N\*Q7A#QM$, G,9 )//?I2Z!U.STG7++6HIFM6 MD#02F&:.5"CQN.H(-:55=Q7QB:8++ 5!0'&[/3&>E<[XH\%W.MZV)K61K:&XEMWO9//&)%B; M[9(;<(Q/EP(.!ST)))/X4EY@SI: M*3-&:8"T4F:,T 1W-Q#9VLMS<2+%!"A>1V. J@9)-ZD6R$S M0 M$P9G7.0%QGL3^!KH[AI!;2&*-99 IVHS8#'TS@X_*O.5\+>(5\#ZUHC6E MA]IO[B>1'^U':HE)//[OJ.![Y-'4#L+_ ,4Z;IHMWNO/6&?8!,(6*+O.%W'M MDUM9!%<)?Z/XAU*72+>XL;-M+LD226W%X099E/RY/EX*# ..YZ]*[E?NCC%% M@'T4F:,T +2$@=:,TU^1B@#&@\6Z/:/!<-)>6^?:%1-;FV;S%R,@[?3&3GVK'?2-?B\?7FO6UE9- ^G"SB5KH@ MEE=G#,-G .0,9JK8^&]:72=0_M*UBGU/4'#W4T.I21;^,!59%!1%&!CG(SGK M2Z!U.UTO5+36--M]0LI/,MKA \;8QD'VJY6)X5TNYT7PS8:=>2QRSV\01C&H M51CH !T'?'-;6:8D+129HS0,*Q]6\3Z5HM]8V5[.4N+Z588$5"V6)P,XZ#/ M*:(HR%EW+P>Q!S63'H5 M]<>,KG7KWR<160M;")9&/E[OFD8G P20HR.PIOA+P_?:-JNL7=P$B@OI$D2# M[0UPX8(%+-*XW'.!@$D#MUH0'6T4F:,T +249HH IZKJMGHNFS7]_+Y5O$,L MV">IP .I)(%9G_"8:8R::T*7%7M=AN;G1+NWLX8 MY9Y8RB+))L7GC).#TZ]*X:?P=K(IM!AG9]0AA\Z1 APJY Z],_,.*V*XZ+2-:C\?Q:PU MO:O9KI_V)Y//(D8EU8OMV8[8QG\:[ 'BGT 6BDHS0 M-9@HR3BES39!D9')' MO0!SMMXY\/W5AJ%]%>EK6P=4FD\ML$MC;MX^;.1C'7-23^,](M] M];=K@Z? M/'YHE6!CL3CYF]!R*Q=.T;7[2[\2W$FGV1_M217@C%V<*0BIACY?L3Q]*HR> M$-;N/A[8^'I8;=;JWB$0D6]D"!AC#LH7$@X^XP(XI?\ #J>CHZNBLIRK#(- M.J"VCDBMH4ED$DB( [@8W'')Q4V:8"TE&:,T '-8TOBG28?$L'A]K@_VC,C. ML80D * 3EN@."./>MG-<=K.CZM=^.]%UBVMK5K/3TG1R]P5=_,"C(&P]-OKS M1U NQ^/?#\MMJ%Q'=L\5A(D4K")OF9_NA?[V=O^1%563F/Y20"0PR5//7FNG\$Z M%=>'M)N+2Y\M5>YDEAB1S)Y:,<[2Y +G.>3S0@9;\)_\@:X_["=__P"ENMHPBNXKT0F?9- 5&S.-V?K1'_P CM-_V#H__ $8]4] T*[M/ M$&N:UJ3QO=7TJQPA&+"*W081>>A)))QZU9A\ M[2!W!P?RK.3X@Z/+8:A*9&9006^T8\Q01P%R0.?6J]CX!G;PYI.D:E'82?9V<23K$ID MBB))\I&V@\YPS\$C/0(!(H)&[[@/&$' QQ7H=(!:*3-&: %HI,T9 MH .U8]EXHTG4->NM%M;@R7EJF^4!#M W%>&Z$@@CBMBN$OO#>M:AXNU.]4PV M5I>::-/6>&?,L>'9M^TJ!DAL8SQZT :4?Q#\.SI,8+F69H[D6H2.%BTLA!/R M#^(8!.1Q@5NZ9J=KK&G0W]E+YEO,,JV,?@1V->:Q_#O6K#75U.VGL9EM+N.6 MVM\&)6C$!B()YVX&/7./>NZ\*:/+H/ANUT^=U>9-SR%.FYF+''MDXHZ!U&^! M?^2?>&_^P5:_^BEK?K \#?\ )/\ PW_V"[7_ -%+6]F@!:*3-&: %I"P'6C- M5+VUDNC&8[VXMMC;F\D(=X]#N4\?3!H SH/&.B7%]J5I'=Y?34,ETQ0A4 )! MY[X*GIZ5FS?$#2%TBUU2U2YNK>YDD1-B;2/+R7)#$<#!]ZBMM)UN#QIJFKFQ MM#;7-HD$:BZ.XE"Q!(V8^;$M3_ .$3DTC4+'3#-]M>>*9F\\1! MW9BZAD&'4' I= ZE[Q1K$&J>"?%\=JKO%;Z9+C]I_P")2-)O$MX1.[#!B.W]V?E4CYLDE67@OP M]#=:G9V\PTRV)26X56QY2]B:ZE75T5U(96&593D$5YHMA-=:-\,98;22:.'[ M.T[I$6"+]F(RQ X&<=:(XM>F\2/'(VM+>-JCK)AIELQ8[,+M(Q$#C'(^?=FI MN%CTF">&ZA6:"6.6)NCHP93CCJ/>H8M1M)[^XL8IT>YM0IFB!Y0,"5S]<&O' M8+;5M)\%6^DVFG^(8[U#=>8\9O $F#'R]I0<@@Y!SY9Y)R:['PE:ZC_PDNO7 M=_:W*?:;&P&^2,KYCB-]X!. 2"<'TSS3 [.WO[2ZDECMKF"9X6VRK'(&*'T. M.AJQGGBO'(;37=+T'4-.T.#4Y+"T2"2WG>QDMKQ0)PSPC@&4!=W*@YYZYJ2^ MU+5?MI>\DU^"QN_$.V.-5GCE>V-OG"*,,%R"<+R"#QF@+'L&X^E5HM2M9[ZX ML8IT:ZME1IH@>4#9VY^N#^5>.F\UU5L+34IO$>^33+J6""V:;[1D28@,H3YM MP! );VW=ZN2V_B*QN-=UR=;N&ZM;33;EW!:-+DQK)YJ$]&X)R.<$CVHV ]A4 MY'-+7.>!EOF\+6]YJ4TTEU?,UVXE'PN?/UG_ ,&UQ_\ %U5E\ >$X+J.UEU+4DN9 M/]7$^M3!W^B[\FN^;[O3->>^+6CU+Q-8Z6^G7L%I!/%>7-]%ILTOFLOW$5T0 M@?[3$\#CUP@'7G@3PEIX3[;JFH6WF9V>=K4R;L=<9?GK^M/_ .$!\*?;/L?] MI:C]J*[_ "/[9FWX]=N_./>JOB349=3@L/$>A6UY+>VZW$%I ]@TR3L753N* MGY%^3(8D#'-93Z/J<_BA([G3KM;C^VC?R7*0OY:VODD%1*!@GG;M!S[4>0/8 MZ*'X=>&+@.8+[5)=C%'V:Q.VUAU!P_!]JG_X5?X?_P">^L_^#:X_^+JG\-(8 M["+7+&+3KZSA;4I)[=;BRFA!B*H%(+J,]#QUKT"F!Q?_ J_P_\ \]]9_P#! MM?;MQUSOZ8K1\=7SV6C*L&F37UU.QAB9 M+-YU@W AG8(I( 'H.>EUSJ MQ\+_ __ ,]]9_\ !M^L_^#:X_^+IC?#+P\H):XU@ =2=6N/\ XNNWJEJDL4&EW4T]K)=0I&S/ M!'%YK2#'W0G\1/I0!QUI\/\ PI?P^;9ZCJ5S&#@O#K,[@'TR'J-/ WA!_/VZ MM?M]GSY^W6YCY7^]\_'XU!X:U2&S^UWU];7]M?Z[>I$+7[#+#Y!*G:!YBKO( M"DL5SCZ5F:#I5]9:KYOD2R6>G:>UN;HZ;,K2N9=P/E. TA7D_*#UX.30!LMX M)\&):QW3:O?+;RMMCE.N3;7/H#OP3P>/:KJ_#'P\R@B?6,'H1JUQS_X_7)1K M=V/A*?3'T&\:?5+RY47ITR9Q% [9:1HU0LF>R8Z@$\^L_^ M#:X_^+KM** .*/PO\/@?Z_6?_!MZ?8Z*LS1.-.E7[4[+EW\P+L"<<9;D\\<9.H/8 MM2> /"<5U':2ZEJ*7$@^2%]9F#O]%+Y--7P+X0D:=4U6_8VPS,%UN8F+_>^? MCH>M8>OZ?>Z_JMM=:7#=O_:LME= S64J-:(GS$^;C8/ESE<[LG&.:-%TB_M/ M$ E^SS36>G6,T+W3Z=,K2LTNY?W;@&4K@GY01Z')%) SH;;X>>&+V%9K6^U2 M>(])(M8G93^(?%6/^%7^'_\ GOK/_@VN/_BZ3X=V=U9Z3J/VBUDB$^I3SQR2 MQ&%IE9L[_+;!C'HI],]Z[6FP.+_X5?X?_P">^L_^#:X_^+H_X5?X?_Y[ZS_X M-KC_ .+KM** .!NOA_X4LGB2YU'4H6E;;&)=:F4N?09?DTMS\/?"UE!YUW?: MI!$#@R2ZS.B@_4O2?$^TGU#1OL5K:7%Q/,T>V*&R:3SL2*VPRJ"(AQ]YL"G^ M(/$BW&C745GHUS>7D5P;$L+-[A(7*#<_R!B5 8C@9)XI!U*TO@SP5!,D,NM7 MD /"ES<2V\.HZE+-%Q)''K,Q9/J ^15*/0_M1\( MZ%;V]V^E6*?:KFYN;5XM[1\(C!P""6.[:1T%0>$]#U"V\>6\BK*]E86US')= MR6LL#3-)(&53O \S&"=RY7ISR*?470WO^%7^'_\ GOK/_@VN/_BZ/^%7^'_^ M>^L_^#:X_P#BZ[2B@9Q?_"K_ __ ,]]9_\ !M:M%$ M@RSOK$ZJH]R7XKNJQ/$]_P#V9HL]VNF3:C*A'E6\-NTK%\\'"@G ZDXX&:3 MY^'X=>&)[=;B&]U26!AN61-8G92/7._%5/\ A#?!(M1=-K=V+TCM$BD)8/Y@,DC*%/7 &<\#<>]>M(28P2,$]J8''_\ "K_#_P#SWUG_ ,&U MQ_\ %T?\*O\ #_\ SWUG_P &UQ_\77:44 <4?A?X?_Y[ZS_X-KC_ .+JK;_# M_P *W;RI;:AJ4S0MLE$>LS,4/H0'X/L:[R3[C?+NXZ>M>::?>C0O$FN:WW5Q8M;'=YA58DC;&_&X?,#@]J%N!I+\._"[7)M5OM3-PJ[VB_MB?<% M]<;\X]ZB?P-X0CMGN7U6_6W1MC2MK?EQ@@XZ 5SD%A<+X>%I::5JEFL/B&6YBE&ESGR(3 MNV,(BG[P$?+C&5W G%+4#N8?AMX;N(EEAN]6DC<95TU><@CV(>I?^%7^'_\ MGOK/_@VN/_BZN^ [:YL_!FFV]W;/;3(A#1OP>IY(_ASUV]LXKIZI[B1Q?_"K M_#__ #WUG_P;7'_Q='_"K_#_ /SWUG_P;7'_ ,77:4AI#."D\ >%(KQ+1M1U M);EQE86UJ8.P]0N_-%SX \*631BZU+48/,;:@EUF9-Q]!E^32>++>YNO%>B" MULYY?L]_'<2(+-D3 1@9&N,;>,_=)!./I6!XEF?Q(EQJ=CI5_=6FH:1/9606 MU+E9_,(!.W(120"&) P,YI:@= / /A,WQL1J6HFZ W&'^V9MX'KMWYI;7P!X M3OI)$M=2U&=HCB01:U,Q0^AP_'2L#4;6ZU34HK-+"^M)M*M9$@F73YLWER\6 MTMYH38J#U+.[R2#2!; MVVERW=U>;K=)EL7N$MU889V"*QQCMCGCWH HS_#[PK:VWVFYU#4H;?C][)K, MZKSTY+XJN?!?@H6HN_[9O!;%M@F_MR786],[\9JY9:K;:9X5N-)TJTU"^GTG M3XRBRVKAY&((4;6&X-D9((&!BN4U#0=;T&ST4627K7$>G7&)+6T$_P#ILC!\ M."K!02<;CC '44/<%L=(O@+PBUV+-=3U W1&X0#6IM^/7;OSBK8^&'A\C/GZ MS_X-KC_XNN1L-,UMOB-8W5SIMT-M^TT\/D.(HB8 IF6?&TC.1Y88U[".E#V$ MCC?^%7^'_P#GOK/_ (-KC_XNC_A5_A__ )[ZS_X-KC_XNNTHH&<2_P ,?#J( M7:XU@*HR2=7N /^^ZKVGP^\+7\/G6>H:E<19QOBUF=US]0]=AK$\5MI%U/- M:2W<<<98V\4)E>7'\(4=2:X/PS?0VL%U)=PZA;ZCK][S"+&6%8&,9P%\Q5W8 M"Y9AGG\*5]P+"^!O!\B3R+JM\RP9\XKK'Q_RWUG_P &UQ_\77:& MAJ ."3P!X4ENY+2/4=2>YC&7A76IRZ_4;\BEF^'WA6VEBBGU#4XI)FVQJ^LS MJ7/H 7Y/-4[N5M/\>/K+V4XT_3["Y-P_V-H%A&0_#'Y9BQ!/!XSS@YK,\6:; MKVMZGINM0:6TR-=V_P!BPS![>(JS,77:=I+%=QSQL44M[ ;0\#>#V^T;=6OC M]FSY^-;F/E8Z[OG^7'O4]M\.O#%[")K:]U6:)ONR1:Q.RG\0]'-1G?2M,>"Z@6R;E0O'S\@MO&0,YS7<> +86^B3.XF6YN+A[BX1[2 M6W5';DJBR*I*CIG'/-,&87ASX<:%=Z9-))-JP87]Y&-FISJ,)EI:6 M<]Q/)+"PCBLF?SMLJMM,RY$0')RV/;O2 +KX>^%K"'S[O4-3MXLX+S:S.J_F M7J"3P7X+AN$MY=9O$F<#9&VN2AFSTP-^3FHM?U$:OJ.GWT>FWMS8Z7=7%K=I M':M-F3RL915!+*"2N<<'K5#2?#NJ3VO@W0M1L)E@TZV^VWK.IVM(H(BA+="0 M6R1D_=%,#8@\!>$KJYDM[?4M0FFB_P!9''K4S,GU ?(JLGPXT(^*Y;7SM6\L M622 _P!IS[LEV'7=G''2L_P!IFI6OBY9KBRO%@CLY8\3VS1"U)F+; [*!-D8 M^89QCWKOH_\ D=YO^P='_P"C'H["ZF-_PJ_P_P#\]]9_\&UQ_P#%T?\ "K_# M_P#SWUG_ ,&UQ_\ %UVE% SB_P#A5_A__GOK/_@VN/\ XNC_ (5?X?\ ^>^L M_P#@VN/_ (NNTHH XO\ X5?X?_Y[ZS_X-KC_ .+I#\,?#XY\_6?_ ;7'_Q= M=J>E4+G[:;A @@-F0?-SN\S_ (#B@#C_ /A O"8AFF.I:B(H&*RO_;4VV,CJ M&._@].M5G\(>"UGM8/[6U%I+L9@"ZQ.PDYXP0V.3Q7/66GM#IFHVUCH^IQV< M.O1WHA?3IU\RV 4$J'7+G(SMY;C.*L:=X3O)[2*:*WO[.[N]2GGMP\>V.V@\ MTNC.K+\K GV#6L-KJ=G'#OMWB9OWJ[L[N7Y M_C'#9KTRF)'%_P#"K_#_ /SWUG_P;7'_ ,71_P *O\/_ //?6?\ P;7'_P 7 M7:44#.+_ .%7^'_^>^L_^#:X_P#BZ0_##P^#_K]9_P#!MW%]J9G1=[1 M#6)]P7U(WYQ[UGZ5>G0O$.O:S=6%T+&1+:"-Q9-;MOW%!$D;8W8WH^>L*PWW&EZUJDUE M?6E_J#AO(_L2=_LHV%5 4H"S$9!9<@$^G-=IX*M;BR\&:5;75JUK-%;*C1,V MYEQT!/K[=LTP.4\)?#G0[[P9H=Y--JPEGT^WE<1ZG.B@M&I.%#8 YZ"MC_A5 M_A__ )[ZS_X-KC_XNM7P+_R3[PW_ -@JU_\ 12UOT <7_P *O\/_ //?6?\ MP;7'_P 71_PJ_P /_P#/?6?_ ;7'_Q==I10!Q?_ J_P_\ \]]9_P#!M$ M/!5I;Q3SZOJ*PROY:.-8G8,PZCA^V#GTQ7=:K'!+IEU'=)*]N\3+*D0>!%L?[,U2"[MKZ9;> VDD *RLX&[S$QY>TY)'(]0:.X% MKQ3X(\-V_A?Q$;:[U-[NSTV:8QMJ<[A3Y3%=REL$''0]114$L>L:=X:\::7= MVSF!=,O9)+M[=E,SF([6\P_*^03A5^X%"]J*&)'?^"A_Q0?AW_L&6W_HI:W< M#TK#\$_\B'X=_P"P9;?^BEK=H&)@>E&!Z4M% !@53N;"UNYK>6X@61[>3S(2 M1]QL$9'O@FKE% %3[!:G44OV@4W2Q&)9<-GOIVLKJW6U+DQ!KU%(7/&0;1L?]]'ZU7^Q?$#_G\M?_ 8)_P#( M-=Q10!P_V'X@?\_EK_X,$_\ D&D-AX_(P;NT(/7.H1__ "#7.*? M]A\?_P#/W:?^#!/_ )!KN** .'^P^/\ _G[M/_!@G_R#1]A^('_/W:_^#!/_ M )!KN** .'^Q?$#_ )_+7_P8)_\ (-'V+X@?\_EK_P"#!/\ Y!KN** .'^P_ M$#_G\M?_ 8)_P#(-,ETOQW/$T4T]E)&XPR/?1D,/<&QKNZ* .'^P^/_ /G[ MM/\ P8)_\@T?8?'_ /S]VO\ X,$_^0:[BB@#A_L/C_\ Y^[7_P &"?\ R#1] MB^('_/Y:_P#@P3_Y!KN** .'^Q?$#_G\M?\ P8)_\@T?8OB!_P _EK_X,$_^ M0:[BB@#A_L/C_P#Y^[7_ ,&"?_(-,CTSQW"I6*>R0$EB%OHQDGJ?^/&N[HH MX?[#X_\ ^?NT_P#!@G_R#1]A\?\ _/W:_P#@P3_Y!KN** .'^Q?$#_G\M?\ MP8)_\@T?8OB!_P _EK_X,$_^0:[BB@#A_L7Q _Y_+7_P8)_\@T?8?B!_S]VO M_@P3_P"0:[BB@#A/[+\=^=YWGV7F[=F_[='NV]<9^P]*?]A\?_\ /W:?^#!/ M_D&NXHH X?[#X_\ ^?NT_P#!@G_R#1]A^('_ #]VO_@P3_Y!KN** .'^Q?$# M_G\M?_!@G_R#1]B^('_/Y:_^#!/_ )!KN** .'^P_$#_ )_+7_P8)_\ (-,D MTOQU,%$L]E)M8.N^^C.&'0C_ $'J*[NB@#A_L/C_ /Y^[7_P8)_\@T?8?'__ M #]VO_@P3_Y!KN** .'^P_$#_G[M?_!@G_R#1]B^('_/Y:_^#!/_ )!KN** M.'^Q?$#_ )_+7_P8)_\ (-'V'X@?\_EK_P"#!/\ Y!KN** .&;3_ !\RE6NK M0@C!!U"/G_R1I(]-\>11K''<6:(@"JJW\8 Z #[#7=44 R5I#ER+Z,%CTR?]!YI_V'Q_\ \_=K_P"#!/\ Y!KN** .'^P^ M/_\ G[M/_!@G_P @T?8?B!_S^6O_ (,$_P#D&NXHH X?[%\0/^?RU_\ !@G_ M ,@T?8?B!_S^6O\ X,$_^0:[BB@#A_L/Q _Y^[7_ ,&"?_(-,;2_';RI*T]D M9$SL8WT>5SUP?L/%=W10!P_V'Q__ ,_=K_X,$_\ D&C[#X__ .?NT_\ !@G_ M ,@UW%% '#_8?B!_S]VO_@P3_P"0:/L7Q _Y_+7_ ,&"?_(-=Q10!P_V+X@? M\_EK_P"#!/\ Y!H^P_$#_G\M?_!@G_R#7<44 <)-I?CJXB:*:>RDC;[R/?1D M'Z@V-.^P>/\ _G[M/_!@G_R#7!U-W (PFH1Y$A MD783_H0X#8S6E]B^('_/Y:_^#!/_ )!K=\3?\>EC_P!A&U_]'+6W0!P_V+X@ M?\_EK_X,$_\ D&C[%\0/^?RU_P#!@G_R#7<44 &O^P5:_\ HI:WZ .'^Q?$#_G\M?\ P8)_\@T?8OB! M_P _EK_X,$_^0:[BB@#A_L7Q _Y_+7_P8)_\@T?8?B!_S^6O_@P3_P"0:[BB M@#A_L/Q _P"?NU_\&"?_ "#1]A\?_P#/W:?^#!/_ )!KN** /+O%MGXW7P9K MK7=U;&V&GSF8"^1B4\MMW'V-<\9_B'U%%=EXZ_Y)[XE_[!5U_P"BFHH 7P4< M> _#O_8,MO\ T4M;N:\RTKQ'?V-KX1T>WE2*WGT"&=G%A+=/N41J!MC/ P3R M1@8K=3QY;_:\-92BP^W-8?;-PYE4<_)U"YR,T SL,X%)N%<-'\3+(V4=[<6$ M\%K<6DMW9R%U8S(AY! ^ZQ!!P?6I?"_B#5-6\9Z]9WJ&"VM[>UD@MB4;RRZL M2=P&3G ZT6UL!VO44M)VI: "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ M HHHH ***0\"@!2<4FX8S7">/O&EWX8N8HX'L[=/LDMR)+P';,R8Q"IW##$$ M^O;BFWGC+4K?Q#I=NBVHM+ZUDF*7$;1;"(@ZA9F(5R2>549 R:.EPZV.]R*6 MN!^'_C+4/%-WJ$5X+;;;Q0R*(T,;[G!)&TLVY.F''!SQ7?4 %%%% !2$@4M< M]XSUR?P]X=EO[=$+B6*(R2 [(0[A3(W3Y5!SU% '09%&1FO*KKXF7O\ PC-W M)I[Z=>:I!+/B6,%H&@BQF7 ;.#N50,]35RU\>ZI+XYM-&9;$02R(C8&:Y%<6. M(;EX+5Q:.RWV7"1E!Y@(!8XZD=Z]!L3<&QA-WL^TE%\W8,+NQS@>F: +%%%% M !112,<"@ S1FO._$GCV[T3Q.UB&LHXHI[:(6T^1+W$ CW,%67.6CT_P B2VMENIVC M>[NU)AAPA8;N5Y8@ 9-*X'5YH!!KSO\ X375I]"\.:I:I9M)JDD4?V'8S/+D M_O&5MWRA0"V2#QUJYX8\:2ZUKBV]SBWCN?/-G%]G_P!8L3[2?,WGD=<%1U[X MI^0'HZE;VQN9K6W>5(1_&0,X^E<':?$BYF ML;ZWAN--U#40\<=G); B-V:/>VY=Q.$"L3@]@.":5QV/3MPI:\ZT_P 9:[=' MP?)+!8BUUA<7,B[MWF;68A1GY0-HZD]:]#7[M,5QU%%% !2$XI:1J #<*-PK MS&7XAZD-8GLX1923F:[@CTX(3BT54TRZ>[TJSN9 HDFA1V"],D MG%6Z "BBB@ I-PHS7 >/?&]WX8NFC@>R@6.S:Z4W@.+E@P'DH=P^8C/J>1Q1 M<#O]PH!!Z5P%MXOU*34[N"Z9+5W$ATVTDT^4&Z B##;+G:QR>@&>*V/!NO3: MQ;2)?749U&)(VN;3[%);/;,RYVLKDD^QZ4 =11110 4444 %)N%<_P",=>G\ M/Z";V!8P3/'$TLPS'"K, 7;D<#/J*XZ#X@:G.=1D^(D.A#[%]DDN'B!'0H(@X*R;L%\D? MN\9P<].:]%'2@!:*** "D)Q2U%<2-%!)(J,Y1"P1>K8'04 2;A1N&<5Y):?$ MC7-0T^X-@EE>7YM(KI8+:!Y7MBTP1XY$5BS,JDGL>#Q6_J_BF^A\(KJ^E:K9 M74_G?9E5M/D3S9BX54VEPR$'J#GUXH [S-+4-MYWD1^>5,NT;RHP,]\5-0 4 M444 %)D4$UYWK7C^XTKQ1+922V,,,-W!!]FGR)IDD!W2H=PX4X_A(X/(HZV M]$W"C.:\JO?B3J\5Y?216UJNG- D]E(Z,62-IO*\Z0YQMX+XXX(YKK_!?B&3 MQ%87DDDMK.;6Z>W6XM?]7,HQAEY/8^IH6H/0M^$_^0-GYK%3_D=Y_P#L'1_^C'K T/QC?ZQXY>P,5NNDRV;7%HP4^8X639N)SC!( M8@8Z8K?C/_%;S?\ 8.C_ /1CT ;=%%% !1110 4444 (3BCJ>JR3Q6$DD M%Q!;L@W--.I9$4

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end EX-101.INS 32 tct-20181231.xml XBRL INSTANCE DOCUMENT 0001471824 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember 2018-12-31 0001471824 tct:TeucriumCornFundMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember 2017-12-31 0001471824 tct:TeucriumCornFundMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2017-12-31 0001471824 tct:TeucriumCornFundMember 2015-12-31 0001471824 tct:TeucriumSoybeanFundMember 2015-12-31 0001471824 tct:TeucriumSugarFundMember 2015-12-31 0001471824 tct:TeucriumWheatFundMember 2015-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2015-12-31 0001471824 tct:TeucriumCommodityTrustMember 2015-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesTwoMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesTwoMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesTwoMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesTwoMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesTwoMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesOneMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:CbotSoybeanFuturesTwoMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesOneMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:IceSugarFuturesTwoMember us-gaap:DerivativeFinancialInstrumentsAssetsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesOneMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesTwoMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel1Member tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel1Member tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel1Member tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel1Member tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel1Member tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel1Member tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel1Member tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel1Member tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumSugarFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumSoybeanFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumCornFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumWheatFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumWheatFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumSugarFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumSoybeanFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumCornFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumAgriculturalFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TeucriumAgriculturalFundMember 2017-12-31 0001471824 2018-06-30 0001471824 tct:TeucriumCornFundMember 2018-06-30 0001471824 tct:TeucriumSoybeanFundMember 2018-06-30 0001471824 tct:TeucriumSugarFundMember 2018-06-30 0001471824 tct:TeucriumWheatFundMember 2018-06-30 0001471824 tct:TeucriumAgriculturalFundMember 2018-06-30 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:FairValueInputsLevel1Member 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:FairValueInputsLevel1Member 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel1Member 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel1Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel1Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel1Member 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel1Member 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel1Member 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel1Member 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel1Member 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSugarFundMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSugarFundMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember 2018-01-01 2018-03-31 0001471824 tct:TeucriumCornFundMember 2017-01-01 2017-03-31 0001471824 tct:TeucriumCornFundMember 2017-04-01 2017-06-30 0001471824 tct:TeucriumCornFundMember 2017-07-01 2017-09-30 0001471824 tct:TeucriumCornFundMember 2017-10-01 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember 2018-01-01 2018-03-31 0001471824 tct:TeucriumSoybeanFundMember 2017-01-01 2017-03-31 0001471824 tct:TeucriumSoybeanFundMember 2017-04-01 2017-06-30 0001471824 tct:TeucriumSoybeanFundMember 2017-07-01 2017-09-30 0001471824 tct:TeucriumSoybeanFundMember 2017-10-01 2017-12-31 0001471824 tct:TeucriumSugarFundMember 2018-01-01 2018-03-31 0001471824 tct:TeucriumSugarFundMember 2017-01-01 2017-03-31 0001471824 tct:TeucriumSugarFundMember 2017-04-01 2017-06-30 0001471824 tct:TeucriumSugarFundMember 2017-07-01 2017-09-30 0001471824 tct:TeucriumSugarFundMember 2017-10-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember 2018-01-01 2018-03-31 0001471824 tct:TeucriumWheatFundMember 2017-01-01 2017-03-31 0001471824 tct:TeucriumWheatFundMember 2017-04-01 2017-06-30 0001471824 tct:TeucriumWheatFundMember 2017-07-01 2017-09-30 0001471824 tct:TeucriumWheatFundMember 2017-10-01 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2018-01-01 2018-03-31 0001471824 tct:TeucriumAgriculturalFundMember 2017-01-01 2017-03-31 0001471824 tct:TeucriumAgriculturalFundMember 2017-04-01 2017-06-30 0001471824 tct:TeucriumAgriculturalFundMember 2017-07-01 2017-09-30 0001471824 tct:TeucriumAgriculturalFundMember 2017-10-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:USBankNationalAssociationMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:USBankNationalAssociationMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:USBankNationalAssociationMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:USBankNationalAssociationMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:USBankNationalAssociationMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:USBankNationalAssociationMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:ForesideFundServicesLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:ForesideFundServicesLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:ForesideFundServicesLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:ForesideFundServicesLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:ForesideFundServicesLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:ForesideFundServicesLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:ForesideFundServicesLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:ForesideFundServicesLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:ForesideFundServicesLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:ForesideFundServicesLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:ForesideFundServicesLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:ForesideFundServicesLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WilmingtonTrustCompanyMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WilmingtonTrustCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:WilmingtonTrustCompanyMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:WilmingtonTrustCompanyMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:WilmingtonTrustCompanyMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:WilmingtonTrustCompanyMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:WilmingtonTrustCompanyMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:SecondToExpireCbotCornFuturesContractMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:ThirdToExpireCbotCornFuturesContractMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:ThirdToExpireIceSugarFuturesContractMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:SecondToExpireIceSugarFuturesContractMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:SecondToExpireCbotSoybeanFuturesContractMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:ThirdToExpireCbotSoybeanFuturesContractMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:SecondToExpireCbotWheatFuturesContractMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:ThirdToExpireCbotWheatFuturesContractMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TotalCashEquivalentsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotCornFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotWheatFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:IceSugarFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumCornFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSoybeanFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSugarFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumWheatFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotSoybeanFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:IceSugarFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumCornFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSoybeanFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSugarFundMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:ExchangeTradedFundsMember tct:TeucriumWheatFundMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:TotalCashEquivalentsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotCornFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesOneMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotCornFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesOneMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotSoybeanFuturesOneMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesOneMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:IceSugarFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:IceSugarFuturesOneMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:IceSugarFuturesOneMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:MoneyMarketFundsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:TotalCashEquivalentsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesOneMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesTwoMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesThreeMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumCornFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSugarFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumWheatFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSoybeanFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumCornFundMember 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSoybeanFundMember 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumSugarFundMember 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:ExchangeTradedFundsMember tct:TeucriumWheatFundMember 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:MoneyMarketFundsMember tct:FidelityInstitutionalMoneyMarketFundsGovernmentPortfolioMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCornFundMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSoybeanFundMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSugarFundMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumWheatFundMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember 2016-12-31 0001471824 tct:TeucriumCornFundMember 2016-12-31 0001471824 tct:TeucriumSoybeanFundMember 2016-12-31 0001471824 tct:TeucriumSugarFundMember 2016-12-31 0001471824 tct:TeucriumWheatFundMember 2016-12-31 0001471824 tct:TeucriumCornFundMember tct:DecemberFollowingTheThirdToExpireCbotCornFuturesContractMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:NovemberFollowingTheThirdToExpireCbotSoybeanFuturesContractMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:MarchFollowingTheThirdToExpireIceSugarFuturesContractMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:DecemberFollowingTheThirdToExpireCbotWheatFuturesContractMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:CornUnderlyingFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:SoybeanUnderlyingFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:SugarUnderlyingFundMember 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:WheatUnderlyingFundMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:EDAndFManMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:USBankNationalAssociationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:USBankNationalAssociationMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:ForesideFundServicesLLCMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:EDAndFManMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:EDAndFManMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WilmingtonTrustCompanyMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCornFundMember tct:USBankNationalAssociationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:USBankNationalAssociationMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCornFundMember tct:ForesideFundServicesLLCMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCornFundMember tct:EDAndFManMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:EDAndFManMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:EDAndFManMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCornFundMember tct:WilmingtonTrustCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:WilmingtonTrustCompanyMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:USBankNationalAssociationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:USBankNationalAssociationMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:ForesideFundServicesLLCMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:EDAndFManMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:EDAndFManMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:EDAndFManMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:WilmingtonTrustCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:WilmingtonTrustCompanyMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSugarFundMember tct:USBankNationalAssociationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:USBankNationalAssociationMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSugarFundMember tct:ForesideFundServicesLLCMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSugarFundMember tct:EDAndFManMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:EDAndFManMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:EDAndFManMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumSugarFundMember tct:WilmingtonTrustCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:WilmingtonTrustCompanyMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumWheatFundMember tct:USBankNationalAssociationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:USBankNationalAssociationMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumWheatFundMember tct:ForesideFundServicesLLCMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumWheatFundMember tct:EDAndFManMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:EDAndFManMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:EDAndFManMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumWheatFundMember tct:WilmingtonTrustCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:WilmingtonTrustCompanyMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:USBankNationalAssociationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:USBankNationalAssociationMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:ForesideFundServicesLLCMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:EDAndFManMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:EDAndFManMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:EDAndFManMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:WilmingtonTrustCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember tct:WilmingtonTrustCompanyMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel2Member 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel3Member 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:FairValueInputsLevel1Member tct:SugarFuturesContractsMember 2016-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel2Member tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel3Member tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel2Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel3Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel2Member tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel3Member tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel2Member 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:FairValueInputsLevel3Member 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel2Member tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel3Member tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel2Member 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel3Member 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel2Member tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel3Member tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel2Member 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:FairValueInputsLevel3Member 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel2Member tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel3Member tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel2Member 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel3Member 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel2Member tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel3Member tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel2Member 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:FairValueInputsLevel3Member 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel2Member tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel3Member tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel2Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel3Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel2Member tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel3Member tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel2Member 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:FairValueInputsLevel3Member 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:FairValueInputsLevel2Member 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:FairValueInputsLevel3Member 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:FairValueInputsLevel2Member 2017-12-31 0001471824 tct:TeucriumAgriculturalFundMember us-gaap:FairValueInputsLevel3Member 2017-12-31 0001471824 tct:TeucriumCornFundMember 2018-04-01 2018-06-30 0001471824 tct:TeucriumCornFundMember 2018-07-01 2018-09-30 0001471824 tct:TeucriumCornFundMember 2018-10-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember 2018-04-01 2018-06-30 0001471824 tct:TeucriumSoybeanFundMember 2018-07-01 2018-09-30 0001471824 tct:TeucriumSoybeanFundMember 2018-10-01 2018-12-31 0001471824 tct:TeucriumSugarFundMember 2018-04-01 2018-06-30 0001471824 tct:TeucriumSugarFundMember 2018-07-01 2018-09-30 0001471824 tct:TeucriumSugarFundMember 2018-10-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2018-10-01 2018-12-31 0001471824 tct:TeucriumAgriculturalFundMember 2018-07-01 2018-09-30 0001471824 tct:TeucriumAgriculturalFundMember 2018-04-01 2018-06-30 0001471824 tct:TeucriumWheatFundMember 2018-04-01 2018-06-30 0001471824 tct:TeucriumWheatFundMember 2018-07-01 2018-09-30 0001471824 tct:TeucriumWheatFundMember 2018-10-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:FuturesContractsAvailableForOffsetMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CollateralDueToBrokerMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:FuturesContractsAvailableForOffsetMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:CollateralDueToBrokerMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:CornFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumCornFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:FuturesContractsAvailableForOffsetMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:CollateralDueToBrokerMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:CornFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:FuturesContractsAvailableForOffsetMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:CollateralDueToBrokerMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:SoybeanFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:FuturesContractsAvailableForOffsetMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:CollateralDueToBrokerMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:SoybeanFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:FuturesContractsAvailableForOffsetMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:CollateralDueToBrokerMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:SugarFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:FuturesContractsAvailableForOffsetMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:CollateralDueToBrokerMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember tct:SugarFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:FuturesContractsAvailableForOffsetMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:CollateralDueToBrokerMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:WheatFuturesContractsMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember tct:GrossAmountOfRecognizedAssetsOrLiabilitiesMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:GrossAmountOffsetInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:NetAmountPresentedInTheStatementOfAssetsAndLiabilitiesMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:FuturesContractsAvailableForOffsetMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:CollateralDueToBrokerMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:WheatFuturesContractsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:CornFuturesContractsMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SoybeanFuturesContractsMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:SugarFuturesContractsMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:WheatFuturesContractsMember 2016-01-01 2016-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:CNHIndustrialCapitalLLCMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLPMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP1Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP2Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP3Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLP1Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLP1Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC1Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC2Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:GeneralMotorsFinancialCompanyIncMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:HumanaIncMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtdMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtd1Member 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotWheatFuturesThreeMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember tct:CNHIndustrialCapitalLLCMember 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember tct:CNHIndustrialCapitalLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP2Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP3Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLP1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLP1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC2Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:GeneralMotorsFinancialCompanyIncMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:HumanaIncMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtdMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtd1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember tct:BlackrockFedFundInstitutionalClassMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:MoneyMarketFundsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:CanadianNaturalResourcesLimitedMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EIDuPontDeNemoursAndCompanyMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EquifaxIncMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:GlencoreFundingLLCMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:HPIncMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:OneokIncMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:VWCreditIncMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember tct:TotalCashEquivalentsMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotCornFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesThreeMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:CanadianNaturalResourcesLimitedMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EIDuPontDeNemoursAndCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:EquifaxIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:GlencoreFundingLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:HPIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:OneokIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCommodityTrustMember us-gaap:CommercialPaperMember tct:VWCreditIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember tct:BlackrockFedFundInstitutionalClassMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:CanadianNaturalResourcesLimitedMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EIDuPontDeNemoursAndCompanyMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EquifaxIncMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:GlencoreFundingLLCMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:HPIncMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:OneokIncMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:VWCreditIncMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember 2017-12-31 0001471824 tct:TeucriumCornFundMember tct:TotalCashEquivalentsMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotCornFuturesOneMember 2017-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember tct:CbotSoybeanFuturesThreeMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:MoneyMarketFundsMember tct:BlackrockFedFundInstitutionalClassMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:MoneyMarketFundsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:CanadianNaturalResourcesLimitedMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EIDuPontDeNemoursAndCompanyMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EquifaxIncMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:GlencoreFundingLLCMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:HPIncMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:OneokIncMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:VWCreditIncMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember tct:TotalCashEquivalentsMember 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:DerivativeFinancialInstrumentsAssetsMember tct:CbotWheatFuturesOneMember 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:CNHIndustrialCapitalLLCMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLPMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP1Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP2Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP3Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC1Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:GeneralMotorsFinancialCompanyIncMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:HumanaIncMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtdMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtd1Member 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:CanadianNaturalResourcesLimitedMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EIDuPontDeNemoursAndCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EquifaxIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:GlencoreFundingLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:HPIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:OneokIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:VWCreditIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:BostonScientificCorporationMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:CanadianNaturalResourcesLimitedMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EIDuPontDeNemoursAndCompanyMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EquifaxIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:GlencoreFundingLLCMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:HPIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:OneokIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:VWCreditIncMember 2017-01-01 2017-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember tct:CNHIndustrialCapitalLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:MoneyMarketFundsMember tct:CNHIndustrialCapitalLLCMember 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP2Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP3Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:GeneralMotorsFinancialCompanyIncMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:HumanaIncMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtdMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumCornFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtd1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:CNHIndustrialCapitalLLCMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLP1Member 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:TotalCashEquivalentsMember 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:CNHIndustrialCapitalLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLP1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumSoybeanFundMember tct:FidelityInstitutionalPrimeMoneyMarketPortfolioMember us-gaap:CommercialPaperMember 2017-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:CommercialPaperMember 2018-12-31 0001471824 tct:TeucriumSugarFundMember us-gaap:CommercialPaperMember tct:EnbridgeEnergyPartnersLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:CNHIndustrialCapitalLLCMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLPMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP1Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC1Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC2Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:GeneralMotorsFinancialCompanyIncMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:HumanaIncMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtdMember 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtd1Member 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:CNHIndustrialCapitalLLCMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnableMidstreamPartnersLP1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:EnergyTransferOperatingLPMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC1Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:FordMotorCreditCompanyLLC2Member 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:GeneralMotorsFinancialCompanyIncMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:HumanaIncMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtdMember 2018-01-01 2018-12-31 0001471824 tct:TeucriumWheatFundMember us-gaap:CommercialPaperMember tct:RoyalCaribbeanCruisesLtd1Member 2018-01-01 2018-12-31 0001471824 2019-03-15 0001471824 tct:TeucriumSoybeanFundMember 2019-03-15 0001471824 tct:TeucriumWheatFundMember 2019-03-15 0001471824 tct:TeucriumAgriculturalFundMember 2019-03-15 0001471824 tct:TeucriumSugarFundMember 2019-03-15 0001471824 tct:TeucriumCornFundMember 2019-03-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure tct:item Teucrium Commodity Trust 0001471824 2018-12-31 false --12-31 No No Yes FY 2018 10-K Accelerated Filer false false false 159250322 58910133 26774939 10261941 63300447 2862 137945626 63139461 9942185 5929275 58932231 2474 57110089 5937824 4932791 24601701 1815 92561610 2360 145323469 69072284 12300383 5016531 58931911 0 0 0 0 0 0 0 0 151684 77616 74068 0 113 7 4 90 7 5 255 73 22 47 111 2 24455 6380 0 4621 13454 6748 2772 1839 276 1861 0 1523286 1136120 94539 89780 909281 569742 821825 1140225 174063 152338 1182225 2018300 5677771 5369594 1136120 1523286 821825 1140225 1962050 1297288 174063 152338 448063 94539 89780 184319 1182225 2018300 3200525 3985400 1136120 1523286 3262 3262 4996458 2498169 4999278 87348180 87351442 107363 29254 204725 604475 348200 949088 35688 3562 47656 1367838 544812 383506 381970 374067 383743 2874 228400 67133 287376 273664 289049 286031 100 100 2499639 34935697 34935797 107363 348200 949088 100 100 35688 3562 39250 100 228400 100 29254 204725 233979 47656 100 67133 100 100 2499639 37422833 37422933 1367838 544812 100 2072750 383506 374067 383743 381970 2862 287376 273664 289049 286031 2474 9993500 2498056 2496927 4996588 9951570 4994264 4998842 9975269 4993744 2493050 4976278 4983600 7499427 4999618 2072750 140 3014 4980918 4992708 4985474 4999056 4998250 4996854 4995216 4999034 4985778 49929746 49932760 120487 121662 70 170 2498229 2496354 2492737 2490459 2499528 2499125 2498427 2497608 2499517 2492889 24964873 24964873 120487 121662 70 170 2498229 2496354 2492737 2490459 2499528 2499125 2498427 2497608 2499517 2492889 24964873 24965043 604475 4996750 2498056 2496927 2498294 4975785 2493817 2496872 2488139 2491800 2499809 2499809 2498375 2498169 4998842 2497132 12492518 12492618 2497132 2497132 2498375 2498294 4975785 7481452 2496872 2493050 2488139 2491800 4999618 2499809 569742 107363 228400 233979 0 909281 120487 0 184319 604475 228400 228400 233979 233979 228400 228400 233979 233979 184319 184319 184319 228400 233979 228400 233979 39250 47656 0 184319 0 184319 0 3985400 3985400 107363 107363 107363 107363 120487 120487 604475 604475 120487 120487 604475 604475 107363 0 107363 0 120487 604475 120487 604475 0 0 0 0 0 0 0 0 0 0 0 0 184319 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 107363 0 0 0 0 189150 0 0 186323 0 0 0 0 120487 0 0 0 0 0 0 67133 0 117186 0 604475 0 0 107363 0 107363 107363 0 0 120487 0 120487 120487 0 0 228400 0 228400 39250 0 189150 0 0 0 0 0 0 233979 0 233979 0 186323 0 184319 0 184319 67133 0 117186 3985400 0 3985400 0 3985400 0 604475 0 604475 604475 0 0 10972275 3730196 1022182 351972 5867925 9987671 3703896 789636 327885 5166254 11542017 3837559 1250582 585951 5867925 10896952 3824383 789636 512204 5770729 170816907 62754079 28025525 10852603 69181833 1526153 148849581 66966689 10733682 6441802 64704932 1138596 135263 51822 24973 9918 48550 125149 55432 12111 5632 51974 109342 43955 19285 16290 28419 1393 99909 47728 9483 5327 36414 957 5369594 1297288 39250 47656 3985400 5677771 1962050 448063 67133 3200525 39250 39250 47656 47656 39250 39250 47656 47656 448063 67133 448063 448063 67133 67133 448063 39250 47656 39250 47656 39250 47656 448063 67133 448063 67133 0 1297288 1297288 3985400 3985400 1297288 1297288 1962050 1962050 3200525 3200525 1962050 1962050 3200525 3200525 1297288 3985400 1297288 3985400 1962050 3200525 1962050 3200525 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 67133 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 107363 1189925 0 0 0 0 0 0 0 0 0 3985400 0 0 120487 1841563 0 0 0 0 0 67133 0 0 0 604475 2596050 0 1297288 0 1297288 107363 1189925 0 1962050 0 1962050 120487 1841563 0 39250 0 39250 39250 0 0 448063 0 448063 0 0 0 47656 0 47656 47656 0 0 67133 0 67133 67133 0 0 0 0 0 0 0 0 0 0 3200525 604475 2596050 0 20565747 6375022 83508 73864 14031960 5902829 2065210 469657 78092 3288913 150251160 56379057 27942017 10778739 55149873 1524760 142946752 64901479 10264025 6363710 61416019 1137639 61056223 6502552 5508663 26529260 1329390 99601487 1316370 153957187 73213541 12882100 5513971 62344759 3500004 1725004 1525004 9275004 75002 3875004 575004 650004 10250004 50002 1525004 1725004 3500004 9275004 10250004 650004 575004 3875004 16.11 16.20 7.07 5.95 20.33 16.75 17.85 9.79 5.99 22.75 21.24 17.34 10.02 9.15 26.59 26.33 18.77 19.08 12.97 6.89 16.05 16.18 7.09 5.93 20.53 16.77 17.88 9.78 6.00 22.1 2021172 1790621 1790621 2021172 1790621 2021172 3262 2490844 4967500 87092665 2874 100 2483750 34819462 100 100 100 100 100 2483750 37327428 100 2862 2474 2484445 2488528 4982938 9924850 4983612 4986486 9975269 4967612 2483783 4976278 4969200 7483063 4988924 9939333 140 4976980 4990034 4981556 4987958 4982500 4982496 4992028 4994684 4980000 49860444 4992208 70 2496104 2495017 2490778 2488490 2493979 2491248 2491248 2496014 2496014 2490000 24930222 70 2496104 2495017 2490778 2488490 2493979 2491250 2491248 2496014 2497342 2490000 24930222 2484445 2488528 2491469 4962425 2493817 2483806 2488139 2484600 2494354 2494462 4969667 2484833 2490844 4986486 2491806 12453969 100 2491806 2484833 2491469 4962425 7481452 2483806 2483783 2488139 2484600 4988709 2494462 -4923623 -13335506 -3025313 -5603513 -2085438 8425 -2314984 -2435305 2502112 -5305113 -3025313 -2085438 -2314984 2502112 -5603513 8425 -2435305 -5305113 -16163531 -9438913 939088 1967694 -9631400 -9438913 939088 1967694 -9631400 -31362 414818 651638 -380763 637213 -793538 69137 263581 -1389350 1325538 651638 637213 69137 -1389350 -380763 -793538 263581 1325538 508136 2447750 567962 -510451 -1997125 2447750 567962 -510451 -1997125 -341548 -238398 -87644 156615 65864 81413 3533687 1755765 1480822 778560 460170 152945 249417 78889 1343227 745357 51 14 725493 396679 65157 32048 231598 11 -1421298 -11164923 -892853 -5205716 -988055 -632168 -1996430 -2092835 2455989 -3234218 -184882 -172520 5507209 1369398 910237 -4763833 -2721518 854752 -462474 98980 257072 -525746 -1127935 -572243 -1575978 -120913 176299 2696228 924694 10004367 -8961538 -5201741 3444 -39152 -19522 -76451 -37395 -14929902 -6594484 1572207 1489291 -11396927 -6220 -6465079 -1727463 1792478 -2378109 -292647 827947 -689717 -1857077 1678297 26092 -80986 -133431 2560956 -533797 -2267398 1687082 1540701 704004 682674 212287 133058 122198 70762 648593 654207 1309046 719183 118439 56277 415147 1589673 1476719 540101 633381 271612 179081 186127 63308 575124 585774 16709 15175 1540639 1049134 113387 46951 319007 12160 3073481 2598296 1164066 1177003 516337 209915 277033 126152 1094984 1070569 21061 14657 172684 64527 29079 15840 62031 1207 184118 81940 15730 9947 75469 1032 2287894 1160864 218086 115498 777708 15738 147940 76491 13720 8094 48516 1119 350361 346295 127477 153987 60879 28109 33901 19038 125550 143071 2554 2090 350361 127477 60879 33901 125550 2554 359937 183452 34515 18575 120829 2566 346295 359937 153987 183452 28109 34515 19038 18575 143071 120829 2090 2566 115126 93026 22661 25251 30179 17505 29289 17342 20759 20733 12238 12195 3160 3072 1124 711 334 967 24 104956 16887 18288 18524 39116 12141 3039 1311 1550 204 257 192 133 1349 1078 16 21 281007 273423 108248 125534 42615 24282 24228 14512 103842 107357 2074 1739 286251 142932 32260 17542 91644 1873 194554 158207 91065 79700 15780 8462 24030 10525 63679 59520 0 0 155345 96725 1507 8681 48209 223 188705 158207 155345 91065 79700 96725 15780 8462 1507 18182 10525 8681 63678 59520 48209 0 0 223 120697 94051 43739 41406 21704 9689 11470 4948 42950 37382 834 625 102591 42739 10111 6261 42922 558 7411981 6580718 2801361 2918936 1171393 610101 708276 326587 2675481 2678613 55470 46481 670883 724668 762626 729672 701970 215850 126800 118451 147452 217398 141974 49635 79000 102485 95467 656128 594271 615698 714365 754279 18629 23355 7036 7525 8565 6146659 3411916 546593 288309 1854582 45259 754733 683626 692119 240283 424902 290357 182157 213470 170674 14207 10539 12096 772566 679205 567581 1227430 1028899 280817 409562 394591 126489 268920 129334 234736 323244 48366 40270 838015 442333 68914 148281 140028 38459 6184551 5551819 2520544 2509374 776802 483612 439356 197253 2440745 2355369 7104 6211 630201 689668 628806 633836 557064 115908 111800 106342 116104 149366 61284 36557 53714 57299 49683 632359 594271 615698 608423 536977 1414 1672 1547 1538 1454 5308644 2969583 477679 140028 1714554 6800 656692 651503 582148 155798 261424 243671 115948 142099 120024 1770 1911 2010 651551 635374 521460 -7605849 -16716742 -3413397 -7715090 -1764857 -1115780 -2435786 -2290088 15244 -5589587 -191986 -178731 4877008 679730 281431 -5397669 -3278582 738844 -574274 -7362 140968 -675112 -1189219 -608800 -1629692 -178212 126616 2063869 330423 9388669 -9569961 -5738718 2030 -40824 -21069 -77989 -38849 -20238546 -9564067 1094528 1349263 -13111481 -13020 -7121771 -2378966 1210330 -2533907 -554071 584276 -805665 -1999176 1558273 24322 -82897 -135441 1909405 -1169171 -2788858 -0.64 -2.02 -1.65 -1.23 -2.72 -3.18 -0.04 -0.90 -2.42 -3.58 1.24 0.24 0.08 -1.49 -0.85 1.19 -0.97 -0.01 0.23 -0.48 -1.50 -1.18 -2.15 -0.21 0.36 0.2 0.04 0.91 -1.27 -0.58 0.04 -0.82 -0.42 -1.56 -0.78 -2.47 1.74 2.95 -2.26 -0.26 -1.56 -0.59 -1.49 -2.82 -0.39 0.37 -0.67 -0.99 0.44 0.32 -1.10 -1.68 0.18 -0.13 -0.29 -0.82 -2.08 -1.40 -1.55 -1.50 -3.40 0.00 -0.58 -2.82 -3.57 -2.66 1.76 2.66 -2.45 -0.26 4169662 3714045 1261579 717607 1620415 674456 10111031 9594936 68153 50002 3598843 623023 507654 5340851 50002 85028352 91549498 26460193 25173968 26403162 20374923 18588300 10190950 12997590 35809657 579107 0 121278251 57591933 9190140 2805578 51690600 0 69545996 85848091 31569218 25770940 6960313 21877218 11737485 7051123 19278980 31148810 46688821 35870548 3905120 4149533 2763620 572099 -4900 -4816 14910257 5706307 -5109025 -596972 19442849 -1502295 6850815 3139827 -6281390 4660847 579107 0 74594246 21721385 5285020 -1343955 48926980 0 7304408 -11010435 -8522422 -8312062 17677992 -2618075 4415029 849739 -6266146 -928740 387121 -178731 54355700 12157318 6379548 5308 35815499 -13020 1525000 1325000 1575000 1100000 2450000 925000 2000000 5375000 25000 0 2875000 500000 250000 6475000 0 1900000 1350000 425000 1200000 1575000 700000 2975000 4175000 0 0 1850000 200000 375000 325000 0 984604 -3794945 26300 -1960760 232546 618663 24087 -237396 701671 -2215452 1992193 -1741282 -433693 506850 3660318 -142 -453 -66 -266 -18 -16 43 -4 -104 -168 3 1 -68 -40 -13 2 -17 1 17707 -20387 3608 -7679 -1839 -2265 4345 -4159 11593 -5776 0 -508 -696315 -494901 -45514 -7507 -145927 -2466 10114 -4052 -3610 -9733 12862 220 4286 5632 -3424 -171 46338 11436 5983 0 28919 9433 83993 -3773 39504 9802 4885 10963 5327 -7995 33373 436 904 7767 4968 770 -1063 3041 53 6394439 -13235834 879697 -5335851 -2610095 -933519 -2518149 -2301151 10649606 -4660527 -578719 114 -21988387 -9759190 1012539 1359306 -14596770 545 85028352 91549498 26460193 25173968 26403162 20374923 18588300 10190950 12997590 35809657 579107 0 121278251 57591933 9190140 2805578 51690600 0 69545996 85848091 31569218 25770940 6960313 21877218 11737485 7051123 19278980 31148810 46688821 35870548 3905120 4149533 2763620 14910257 5706307 -5109025 -596972 19442849 -1502295 6850815 3139827 -6281390 4660847 579107 0 74594246 21721385 5285020 -1343955 48926980 0 21304696 -7529527 -4229328 -5932823 16832754 -2435814 4332666 838676 4368216 320 388 114 52605859 11962195 6297559 15351 34330210 545 159250322 26774939 10261941 63300447 137945626 9942185 5929275 58932231 6080440 5075248 24601701 92869294 145475153 12377999 5090599 58931911 230551 -243298 -92460 82390 762 28904 18786 31513 2425 43464 61735 11607 44442 4574 0 13246 13118 12241 2000 1796 2175 47021 12840 14542 9155 9354 1130 48147 20150 6932 5473 14910 682 19815 12779 0 5535 570 931 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 24 1515 0 0 0 0 24 3039 1311 1550 204 257 0 133 0 1078 0 21 3262 100 100 100 100 2862 3014 170 100 100 170 2474 1412423 692293 185661 125182 406927 71902074 23975443 14283022 7765036 25878573 88013073 38174688 9942111 5929221 33967053 143915277 68382027 12115082 4891490 58526678 87348180 34935697 12492518 2497132 37422833 49929746 24964873 0 0 24964873 0 0 0 0 0 2674984 2196388 1004019 998194 444365 183076 242126 109266 242126 893340 18186 12512 1825552 936695 169614 102601 602637 14004 566063 453736 157258 215815 192822 45597 93112 57667 93112 125219 13256 9438 457658 275884 10720 71311 87767 11975 87351442 34935797 12492618 2497232 37422933 2862 49932760 24965043 100 100 24965043 2474 2862 2474 87351442 12492618 2497232 34935797 37422933 100 24965043 100 24965043 49932760 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 87921184 12721018 2731211 1523286 50842041 25085530 184419 25569518 1138594 1523286 1138594 87921184 12721018 2731211 184419 25569518 25085530 50842041 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5369594 5677771 5369594 5677771 0 0 0 0 35043160 1523286 1136120 1523286 1136120 35043160 0 0 0 0 0 0 169000000 153900000 69700000 67500000 21900000 13200000 12300000 7100000 65000000 66000000 132400000 71600000 12100000 6100000 42500000 0.35 0.21 0.37 0.21 0.15 0.12 0.13 0.08 0.11 0.1 0.06 0.04 -0.39 -1.55 -1.40 -0.77 -2.60 -3.01 0.07 -0.73 -2.32 -3.46 -1.75 2.41 3.17 -1.98 -0.12 -0.60 -0.68 -0.62 -0.67 -0.27 -0.29 -0.24 -0.25 -0.10 -0.12 -0.83 -0.77 -0.28 -0.32 -0.14 -0.64 -2.02 -1.65 -1.23 -2.72 -3.18 -0.04 -0.90 -2.42 -3.58 -2.47 1.74 2.95 -2.26 -0.26 -0.0382 -0.1076 0.0924 0.0645 -0.2778 -0.2452 -0.0067 -0.1306 -0.1064 -0.1360 -0.1163 0.1003 0.2944 -0.2470 0.0098 0.0398 0.0428 0.0552 0.0459 0.058 0.0462 0.0413 0.0409 0.0377 0.0374 0.0474 0.0461 0.0472 0.0447 0.0333 0.0358 0.0368 0.0366 0.0363 0.036 0.0279 0.0376 0.0360 0.0048 0.0050 0.0413 0.0403 0.0229 0.0413 0.0050 -0.0148 -0.0254 -0.0149 -0.0248 -0.0156 -0.0168 -0.0169 -0.0246 -0.0048 -0.0050 -0.0358 -0.0348 -0.0177 -0.0357 -0.0050 173253729 73158066 17052065 14781030 66671026 1591542 14951548 4981957 9969591 0 0 0 0.0007 0.0006 0.0063 0.0038 0.0057 0.008 0.0012 0.0011 0.0083 0.0141 0.0398 0.0356 0.0079 0.0102 0.0127 0.0176 0.0303 0.023 0.017 0.0148 0.0437 0.0149 0.0141 0.029 0.0192 0.0329 0.0521 0.0723 0.9987 0.0102 0.00 0.00 0.0350 0.0166 0.0333 0.5813 0.5813 0.0007 0.0002 0.0014 0.0042 0.0023 0.0063 0.0002 0.0000 0.0003 0.0091 0.0036 0.0026 0.0025 0.0025 0.0026 0.00 0.0015 0.0005 0.002 0.0019 0.002 0.002 0.00 0.00 0.0443 0.6197 0.6197 0.0019 0.0062 0.0168 0.00 0.00 0.0013 0.0001 0.0014 0.00 0.0082 0.00 0.0027 0.019 0.0217 0.0044 0.00 0.0105 0.00 0.00 0.0453 0.6786 0.6786 0.0248 0.0099 0.00 0.0376 0.0026 0.0025 0.0026 0.0025 0.0019 0.2526 0.2406 0.2541 0.2541 0.0022 0.0665 0.0166 0.0166 0.0333 0.0662 0.0332 0.0333 0.0664 0.0332 .0166 0.0331 0.0332 0.0499 0.0333 0.0138 0.00 0.00 0.0348 0.0349 0.0349 0.035 0.035 0.035 0.0349 0.035 0.0349 0.3494 0.3494 0.0008 0.0009 0.00 0.00 0.0385 0.0385 0.0384 0.0384 0.0385 0.0385 0.0385 0.0385 0.0385 0.0384 0.3847 0.3847 0.0019 0.0119 0.00 0.00 0.0407 0.0406 0.0406 0.0406 0.0407 0.0407 0.0407 0.0407 0.0407 0.0406 0.4066 0.4066 0.0098 0.0886 0.0443 0.0443 0.0443 0.0883 0.0442 0.0443 0.0441 0.0442 0.0444 0.0444 0.0894 0.0894 0.1789 0.0894 0.4471 0.4471 0.2317 0.2317 0.0453 0.0453 0.0902 0.1357 0.0453 0.0452 0.0451 0.0452 0.0907 0.0453 3262 3262 23808 23581 52924 64537 17158 15331 29524 47737 100 100 100 100 100 100 100 100 100 100 23808 52924 64537 23581 2862 17158 15331 29524 47737 2474 70 70 5000000 2500000 5000000 2500000 2500000 10000000 2500000 2500000 5000000 10000000 5000000 5000000 10000000 5000000 2500000 5000000 5000000 7500000 5000000 5000000 5000000 5000000 5000000 5000000 5000000 5000000 5000000 5000000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 5000000 2500000 2500000 2500000 5000000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 2500000 5000000 2500000 2500000 2500000 2500000 5000000 7500000 2500000 2500000 2500000 2500000 5000000 2500000 2237379 1920307 42046549 36469024 22706750 22732800 3606563 3064950 21484200 21521300 100941011 113761747 22706750 22732800 45439550 36655350 3606563 3064950 10281788 2237379 1920307 4157686 21484200 21521300 43005500 55151250 19724500 3767456 3221568 18424613 16919475 19735875 8396688 9773363 3785096 19296900 16514225 9755500 2214173 19724500 16919475 19735875 8396688 9773363 18170051 9755500 3767456 3221568 6989024 3785096 2214173 19296900 16514225 19340125 19340125 19464250 3610275 19464250 3610275 18424613 0.0296 0.0263 0.0263 0.0263 0.0263 0.0283 0.0298 0.0275 0.0304 0.0298 0.0280 0.0310 0.0268 0.0281 0.0283 0.0291 0.0273 0.0277 0.0171 0.0176 0.0167 0.0220 0.0171 0.0141 0.0142 0.0165 0.0175 0.0161 0.0171 0.0176 0.0167 0.0220 0.0171 0.0141 0.0142 0.0165 0.0175 0.0161 0.0171 0.0176 0.0167 0.0220 0.0171 0.0141 0.0142 0.0165 0.0175 0.0161 0.0262 0.0283 0.0298 0.0275 0.0304 0.0310 0.0268 0.0283 0.0291 0.0273 0.0277 0.0263 0.0296 0.0280 0.0298 0.0298 0.0262 0.0275 0.0304 0.0310 0.0268 0.0281 0.0283 0.0291 0.0273 0.0277 2019-01-10 2019-01-03 2019-01-03 2019-01-03 2019-01-10 2019-01-11 2019-01-16 2019-01-10 2019-02-28 2019-01-15 2019-01-04 2019-01-31 2019-01-18 2019-02-06 2019-03-05 2019-02-11 2019-01-02 2019-01-02 2018-01-16 2018-01-31 2018-03-05 2018-03-05 2018-01-05 2018-01-10 2018-01-17 2018-01-22 2018-01-05 2018-03-06 2018-01-16 2018-01-31 2018-03-05 2018-03-05 2018-01-05 2018-01-17 2018-01-17 2018-01-22 2018-01-22 2018-03-06 2018-01-16 2018-01-31 2018-03-05 2018-03-05 2018-01-05 2018-01-10 2018-01-17 2018-01-22 2018-01-05 2018-03-06 2019-01-10 2019-01-11 2019-01-16 2019-01-10 2019-02-28 2019-01-31 2019-01-18 2019-03-05 2019-02-11 2019-01-02 2019-01-02 2019-01-10 2019-01-10 2019-01-04 2019-01-15 2019-01-15 2019-01-10 2019-01-10 2019-02-28 2019-01-31 2019-01-18 2019-02-06 2019-03-05 2019-02-11 2019-01-02 2019-01-02 133 114 1265 1184 75 63 976 893 1265 1184 75 63 133 114 976 893 1030 278 235 813 866 993 185 209 257 756 637 218 126 1030 866 993 185 209 218 278 235 257 126 756 637 713 713 1060 74 1060 74 813 14951548 0 4981957 0 9969591 0 0 0 0 <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Teucrium Commodity Trust (&#8220;Trust&#8221;), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (&#8220;CORN&#8221;), Teucrium Sugar Fund (&#8220;CANE&#8221;), Teucrium Soybean Fund (&#8220;SOYB&#8221;), Teucrium Wheat Fund (&#8220;WEAT&#8221;), and Teucrium Agricultural Fund (&#8220;TAGS&#8221;). All these series of the Trust are collectively referred to as the &#8220;Funds&#8221; and singularly as the &#8220;Fund.&#8221; Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the &#8220;Shares,&#8221; representing fractional undivided beneficial interests in a Fund. Effective as of April 16, 2018, the Trust and the Funds operate pursuant to the Trust&#8217;s Third Amended and Restated Declaration of Trust and Trust Agreement (the &#8220;Trust Agreement&#8221;).</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (&#8220;SEC&#8221;). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (&#8220;NYSE&#8221;) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 30, 2018. The registration statements for SOYB and CANE registered an additional 5,000,000 shares each. The current registration statement for WEAT was declared effective on July 15, 2016. This registration statement for WEAT registered an additional 24,050,000 shares.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012. The current registration statement for TAGS was declared effective by the SEC on April 30, 2018.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is a member of the National Futures Association (the &#34;NFA&#34;) and became a commodity pool operator (&#34;CPO&#34;) registered with the Commodity Futures Trading Commission (the &#34;CFTC&#34;) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (&#34;CTA&#34;) with the CFTC effective September 8, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund&#8217;s financial statements and accompanying notes, as well as in other sections of this Form 10K filing. In general, the investment objective of each Fund is to have the daily changes in percentage terms of its Shares&#8217; Net Asset Value (&#8220;NAV&#8221;) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified for that Fund. The investment objective of TAGS is to have the daily changes in percentage terms of NAV of its common units (&#8220;Shares&#8221;) reflect the daily changes in percentage terms of a weighted average (the &#8220;Underlying Fund Average&#8221;) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: CORN, WEAT, SOYB, and CANE (collectively, the &#8220;Underlying Funds&#8221;). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund&#8217;s assets will be rebalanced to maintain the approximate 25% allocation to each Underlying Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subject to the terms of the Trust Agreement, Teucrium Trading, LLC in its capacity as the Sponsor (&#8220;Sponsor&#8221;) may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund&#8217;s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Teucrium Corn Fund (referred to herein as &#8220;CORN,&#8221; or the &#8220;Fund&#8221;) is a commodity pool that is a series of Teucrium Commodity Trust (&#8220;Trust&#8221;), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the &#8220;Shares,&#8221; representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (&#8220;NAV&#8221;) to &#8220;Authorized Purchasers&#8221; through Foreside Fund Services, LLC, which is the distributor for the Fund (the &#8220;Distributor&#8221;). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (&#8220;NYSE&#8221;) Arca under the symbol &#8220;CORN,&#8221; to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund&#8217;s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The investment objective of CORN is to have the daily changes in percentage terms of the Shares&#8217; Net Asset Value (&#8220;NAV&#8221;) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for corn (&#8220;Corn Futures Contracts&#8221;) that are traded on the Chicago Board of Trade (&#8220;CBOT&#8221;):</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>CORN Benchmark</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>CBOT Corn Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: bottom"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr style="vertical-align: bottom"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr style="vertical-align: bottom"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">December following the third to expire</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Fund&#8217;s sponsor is Teucrium Trading, LLC (the &#8220;Sponsor&#8221;). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the &#34;NFA&#34;) and became a commodity pool operator (&#34;CPO&#34;) registered with the Commodity Futures Trading Commission (the &#34;CFTC&#34;) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (&#34;CTA&#34;) with the CFTC effective September 8, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (&#8220;SEC&#8221;). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (&#8220;NYSE&#8221;) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (&#8220;Sponsor&#8221;), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund&#8217;s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Teucrium Soybean Fund (referred to herein as &#8220;SOYB&#8221; or the &#8220;Fund&#8221;) is a commodity pool that is a series of Teucrium Commodity Trust (&#8220;Trust&#8221;), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the &#8220;Shares,&#8221; representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (&#8220;NAV&#8221;) to &#8220;Authorized Purchasers&#8221; through Foreside Fund Services, LLC, which is the distributor for the Fund (the &#8220;Distributor&#8221;). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (&#8220;NYSE&#8221;) Arca under the symbol &#8220;SOYB,&#8221; to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for soybean interests. The Fund&#8217;s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The investment objective of SOYB is to have the daily changes in percentage terms of the Shares&#8217; Net Asset Value (&#8220;NAV&#8221;) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (&#8220;Soybeans Futures Contracts&#8221;) that are traded on the Chicago Board of Trade (&#8220;CBOT&#8221;):</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>SOYB Benchmark</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; <b>CBOT Soybeans Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire (excluding August &#38; September)</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire (excluding August &#38; September)</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Expiring in the November following the expiration of the third-to-expire contract</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund&#8217;s sponsor is Teucrium Trading, LLC (the &#8220;Sponsor&#8221;). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the &#8220;NFA&#8221;) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the &#8220;CFTC&#8221;) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (&#34;CTA&#34;) with the CFTC effective September 8, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 17, 2011, the initial Form S-1 for SOYB was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011, SOYB started trading on the NYSE Arca. The current registration statements for SOYB was declared effective by the SEC on April 30, 2018. The registration statements for SOYB registered an additional 5,000,000 shares.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (&#8220;Sponsor&#8221;), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund&#8217;s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Teucrium Sugar Fund (referred to herein as &#8220;CANE&#8221; or the &#8220;Fund&#8221;) is a commodity pool that is a series of Teucrium Commodity Trust (&#8220;Trust&#8221;), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the &#8220;Shares,&#8221; representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (&#8220;NAV&#8221;) to &#8220;Authorized Purchasers&#8221; through Foreside Fund Services, LLC, which is the distributor for the Fund (the &#8220;Distributor&#8221;). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (&#8220;NYSE&#8221;) Arca under the symbol &#8220;CANE,&#8221; to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for sugar interests. The Fund&#8217;s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>&#160; CANE Benchmark</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>ICE Sugar Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Expiring in the March following the expiration of the third-to-expire contract</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund&#8217;s sponsor is Teucrium Trading, LLC (the &#8220;Sponsor&#8221;). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the &#8220;NFA&#8221;) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the &#8220;CFTC&#8221;) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (&#34;CTA&#34;) with the CFTC effective September 8, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 17, 2011, the initial Form S-1 for CANE was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011, CANE started trading on the NYSE Arca. The current registration statements for CANE was declared effective by the SEC on April 30, 2018. The registration statements for CANE registered an additional 5,000,000 shares.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (&#8220;Sponsor&#8221;), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund&#8217;s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Teucrium Wheat Fund (referred to herein as &#8220;WEAT&#8221; or the &#8220;Fund&#8221;) is a commodity pool that is a series of Teucrium Commodity Trust (&#8220;Trust&#8221;), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the &#8220;Shares,&#8221; representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (&#8220;NAV&#8221;) to &#8220;Authorized Purchasers&#8221; through Foreside Fund Services, LLC, which is the distributor for the Fund (the &#8220;Distributor&#8221;). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (&#8220;NYSE&#8221;) Arca under the symbol &#8220;WEAT,&#8221; to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for wheat interests. The Fund&#8217;s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The investment objective of WEAT is to have the daily changes in percentage terms of the Shares&#8217; Net Asset Value (&#8220;NAV&#8221;) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (&#8220;Wheat Futures Contracts&#8221;) that are traded on the Chicago Board of Trade (&#8220;CBOT&#8221;):</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>WEAT Benchmark</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>CBOT Wheat Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">December following the third-to-expire</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund&#8217;s sponsor is Teucrium Trading, LLC (the &#8220;Sponsor&#8221;). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the &#8220;NFA&#8221;) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the &#8220;CFTC&#8221;) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (&#34;CTA&#34;) with the CFTC effective September 8, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 17, 2011, the Fund&#8217;s initial registration of 10,000,000 shares on Form S1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol &#8220;WEAT.&#8221; On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund&#8217;s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On June 30, 2014, a subsequent registration statement for WEAT was declared effective by the SEC. On July 15, 2016, a subsequent registration statement for WEAT was declared effective. This registration statement for WEAT registered an additional 24,050,000 shares.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (&#8220;Sponsor&#8221;), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund&#8217;s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Teucrium Agricultural Fund (referred to herein as &#8220;TAGS&#8221; or the &#8220;Fund&#8221;) is a series of Teucrium Commodity Trust (&#8220;Trust&#8221;), a Delaware statutory trust organized on September 11, 2009. The Fund operates pursuant to the Trust&#8217;s Third Amended and Restated Declaration of Trust and Trust Agreement (the &#8220;Trust Agreement&#8221;). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the &#8220;Sponsor&#8221;). The Sponsor is a limited liability company formed in Delaware on July 28, 2009 that is registered as a commodity pool operator (&#8220;CPO&#8221;) with the Commodity Futures Trading Commission (&#8220;CFTC&#8221;) and is a member of the National Futures Association (&#8220;NFA&#8221;). The Sponsor registered as a Commodity Trading Advisor (&#34;CTA&#34;) with the NFA effective September 8, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 22, 2011, a registration statement was filed with the Securities and Exchange Commission (&#8220;SEC&#8221;). On February 10, 2012, the Fund&#8217;s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol &#8220;TAGS.&#8221; On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund&#8217;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. On April 30, 2018, a subsequent registration statement for TAGS was declared effective by the SEC.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the &#8220;Underlying Fund Average&#8221;) 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 &#8220;Underlying Funds&#8221;). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund&#8217;s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>TAGS Benchmark</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Underlying Fund</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">25%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">25%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">25%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="text-align: center"><font style="font-size: 8pt">25%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The investment objective of each Underlying Fund is to have the daily changes in percentage terms of its shares&#8217; 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&#8217;s name. (This weighted average is referred to herein as the Underlying Fund&#8217;s &#8220;Benchmark,&#8221; the Futures Contracts that at any given time make up an Underlying Fund&#8217;s Benchmark are referred to herein as the Underlying Fund&#8217;s &#8220;Benchmark Component Futures Contracts,&#8221; and the commodity specified in the Underlying Fund&#8217;s name is referred to herein as its &#8220;Specified Commodity.&#8221;) Specifically, the Teucrium Corn Fund&#8217;s Benchmark is: (1) the second-to-expire Futures Contract for corn traded on the Chicago Board of Trade (&#8220;CBOT&#8221;), 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&#8217;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&#8217;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&#8217;s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund&#8217;s Benchmark is: (1) the second-to-expire Sugar No. 11 Futures Contract traded on ICE Futures US (&#8220;ICE Futures&#8221;), 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%.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 (&#8220;Treasury Securities&#8221;) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in Treasury Securities, cash and/or cash equivalents. The Fund and Underlying Funds will earn interest income from the Treasury Securities and/or cash equivalents that it purchases and on the cash it holds through the Fund&#8217;s custodian.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (&#8220;Sponsor&#8221;), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund&#8217;s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (&#34;Fund Services&#34;) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund&#8217;s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the combined statements of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs Foreside Fund Services, LLC (&#8220;Foreside&#8221; or the &#8220;Distributor&#8221;) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 &#8220;SASA&#8221;) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (&#8220;FINRA&#8221;) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund&#8217;s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ED&#38;F Man Capital Markets, Inc. (&#8220;ED&#38;F Man&#8221;) serves as the Underlying Funds&#8217; clearing broker to execute and clear the Underlying Funds&#8217; futures and provide other brokerage-related services. ED&#38;F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&#38;F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&#38;F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&#38;F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the combined statements of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Amount Recognized for Custody Services</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">350,361</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">346,295</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">359,937</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Custody Services Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">82,390</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">43,464</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">61,735</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Distribution Services</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">172,684</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">184,118</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">147,940</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Distribution Services Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,021</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">48,147</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">19,815</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Brokerage Commissions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">188,705</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">158,207</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">155,345</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Brokerage Commissions Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Wilmington Trust</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,160</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,072</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,039</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Wilmington Trust Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,515</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,039</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (&#34;Fund Services&#34;) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund&#8217;s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs Foreside Fund Services, LLC (&#8220;Foreside&#8221; or the &#8220;Distributor&#8221;) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 &#8220;SASA&#8221;) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (&#8220;FINRA&#8221;) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund&#8217;s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ED&#38;F Man Capital Markets, Inc. (&#8220;ED&#38;F Man&#8221;) serves as the Underlying Funds&#8217; clearing broker to execute and clear the Underlying Funds&#8217; futures and provide other brokerage-related services. ED&#38;F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&#38;F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&#38;F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&#38;F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Amount Recognized for Custody Services</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">127,477</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">153,987</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">183,452</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Custody Services Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">762</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">11,607</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">44,442</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Distribution Services</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">64,527</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">81,940</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">76,491</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Distribution Services Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,840</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">20,150</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,779</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Brokerage Commissions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">91,065</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">79,700</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">96,725</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Brokerage Commissions Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Wilmington Trust</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,124</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,311</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,550</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Wilmington Trust Waived</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,311</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,550</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (&#34;Fund Services&#34;) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund&#8217;s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs Foreside Fund Services, LLC (&#8220;Foreside&#8221; or the &#8220;Distributor&#8221;) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 &#8220;SASA&#8221;) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (&#8220;FINRA&#8221;) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund&#8217;s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ED&#38;F Man Capital Markets, Inc. (&#8220;ED&#38;F Man&#8221;) serves as the Underlying Funds&#8217; clearing broker to execute and clear the Underlying Funds&#8217; futures and provide other brokerage-related services. ED&#38;F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&#38;F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&#38;F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&#38;F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Amount Recognized for Custody Services</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">60,879</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">28,109</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">34,515</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Custody Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">28,904</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">4,574</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Distribution Services</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">29,079</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">15,730</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">13,720</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Distribution Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">14,542</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">6,932</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Brokerage Commissions</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">15,780</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,462</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,507</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;Amount of Brokerage Commissions Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Wilmington Trust</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">711</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">204</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">257</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Wilmington Trust Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">204</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">257</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (&#34;Fund Services&#34;) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund&#8217;s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs Foreside Fund Services, LLC (&#8220;Foreside&#8221; or the &#8220;Distributor&#8221;) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 &#8220;SASA&#8221;) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (&#8220;FINRA&#8221;) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund&#8217;s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ED&#38;F Man Capital Markets, Inc. (&#8220;ED&#38;F Man&#8221;) serves as the Underlying Funds&#8217; clearing broker to execute and clear the Underlying Funds&#8217; futures and provide other brokerage-related services. ED&#38;F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&#38;F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&#38;F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&#38;F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Amount Recognized for Custody Services</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">33,901</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">19,038</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">18,575</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Custody Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">18,786</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">13,246</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">13,118</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Distribution Services</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">15,840</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">9,947</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,094</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Distribution Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">9,155</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">5,473</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">5,535</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Brokerage Commissions</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">18,182</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,525</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,681</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;Amount of Brokerage Commissions Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Wilmington Trust</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">334</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">192</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">133</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Wilmington Trust Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">133</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (&#34;Fund Services&#34;) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund&#8217;s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;The Sponsor employs Foreside Fund Services, LLC (&#8220;Foreside&#8221; or the &#8220;Distributor&#8221;) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 &#8220;SASA&#8221;) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (&#8220;FINRA&#8221;) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund&#8217;s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ED&#38;F Man Capital Markets, Inc. (&#8220;ED&#38;F Man&#8221;) serves as the Underlying Funds&#8217; clearing broker to execute and clear the Underlying Funds&#8217; futures and provide other brokerage-related services. ED&#38;F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&#38;F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&#38;F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&#38;F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Amount Recognized for Custody Services</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">125,550</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">143,071</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">120,829</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Custody Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">31,513</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">12,241</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">2,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Distribution Services</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">62,031</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">75,469</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">48,516</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Distribution Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">9,354</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">14,910</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">570</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Brokerage Commissions</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">63,678</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">59,520</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">48,209</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;Amount of Brokerage Commissions Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Wilmington Trust</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">967</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,349</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,078</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Wilmington Trust Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,078</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (&#34;Fund Services&#34;) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund&#8217;s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor employs Foreside Fund Services, LLC (&#8220;Foreside&#8221; or the &#8220;Distributor&#8221;) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 &#8220;SASA&#8221;) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (&#8220;FINRA&#8221;) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund&#8217;s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ED&#38;F Man Capital Markets, Inc. (&#8220;ED&#38;F Man&#8221;) serves as the Underlying Funds&#8217; clearing broker to execute and clear the Underlying Funds&#8217; futures and provide other brokerage-related services. ED&#38;F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&#38;F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&#38;F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&#38;F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Amount Recognized for Custody Services</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,554</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,090</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,566</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Custody Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">2,425</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,796</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">2,175</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Distribution Services</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,207</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,032</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,119</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Distribution Services Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,130</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">682</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">931</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Brokerage Commissions</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">223</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;Amount of Brokerage Commissions Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount Recognized for Wilmington Trust</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">24</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">16</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">21</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Amount of Wilmington Trust Waived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">24</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">21</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Basis of Presentation</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASU 2016--18 issued by the Financial Accounting Standards Board (&#34;FASB&#34;), for the year ended December 31, 2016 the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the combined statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown on the combined statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Trust and the Funds. For the years ended December 31, 2017 and 2018 the balance of restricted cash in each of the Funds was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Revenue Recognition</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilites and in cash, cash equivalents and restricted cash on the combined statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Brokerage Commissions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For United States federal income tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Funds&#8217; transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Funds&#8217; conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds&#8217; management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Trust or the Funds and did not have a significant impact on the financial statements of the Trust and the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Creations and Redemptions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from each Fund only in blocks of shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There are a minimum number of baskets and associated shares specified for each Fund in the Fund&#8217;s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">CORN: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SOYB: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">CANE: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">WEAT: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">TAGS: 50,000 shares representing 4 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Cash, Cash Equivalents, and Restricted Cash</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the combined statements of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,262</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,014</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,412,423</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">71,902,074</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">88,013,073</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">143,915,277</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">87,348,180</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">49,929,746</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 17, 2015 (the &#8220;Conversion Date&#8221;), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.&#160; Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.&#160; The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Trust and Funds. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the combined statements of assets and liabilities that sum to the total of the same such amounts shown in the combined statements of cash flows.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">159,250,322</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">137,945,626</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">145,323,469</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">151,684</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">159,250,322</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">137,945,626</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">145,475,153</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Payable for Purchases of Commercial Paper</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Due from/to Broker</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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&#8217; 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Funds&#8217; trading, the Funds (and not their shareholders personally) are subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Payable/Receivable for Securities Purchased/Sold</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor Fee, Allocation of Expenses and Related Party Transactions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s sponsor,&#160;Teucrium Trading, LLC&#160;(the &#8220;Sponsor&#8221;), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,674,984</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,196,388</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,825,552</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">556,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">453,736</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">457,658</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">TAGS</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">280,817</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">394,591</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">268,920</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">234,736</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">48,366</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,227,430</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">409,562</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">126,489</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">129,334</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">323,244</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">40,270</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,028,899</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">442,333</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,914</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">148,281</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">140,028</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,459</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">838,015</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Fair Value - Definition and Hierarchy</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Trust uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - 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 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as &#8220;financial instruments.&#8221;&#160;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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Trust&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (&#8220;CBOT&#8221;) are not actively trading due to a &#8220;limit-up&#8221; or &#8216;limit-down&#8221; condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Expenses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>New Accounting Pronouncements</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Basis of Presentation</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Revenue Recognition</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><br /> Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Brokerage Commissions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017, and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Creations and Redemptions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Allocation of Shareholder Income and Losses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Cash and Cash Equivalents</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">170</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">692,293</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">23,975,443</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,174,688</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,382,027</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">34,935,697</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24,964,873</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><b><i>Payable for Purchases of Commercial Paper</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Due from/to Broker</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Calculation of Net Asset Value</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor Fee, Allocation of Expenses and Related Party Transactions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s sponsor,&#160;Teucrium Trading, LLC&#160;(the &#8220;Sponsor&#8221;), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,004,019</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">998,194</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">936,695</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">157,258</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">215,815</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">275,884</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">280,817</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">409,562</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">442,333</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Fair Value - Definition and Hierarchy</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from financial instrument&#160;to financial instrument&#160;and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a &#8220;limit-up&#8221; or limit-down&#8221; condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (&#8220;NAV&#8221;) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives&#160;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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Expenses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Net Income (Loss) per Share</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>New Accounting Pronouncements</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Basis of Presentation</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the Fund had a balance of $0 in restricted cash.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Revenue Recognition</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Brokerage Commissions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Creations and Redemptions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Allocation of Shareholder Income and Losses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Cash, Cash Equivalents, and Restricted Cash</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that is included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">185,661</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">14,283,022</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">9,942,111</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,115,082</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,492,518</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 17, 2015 (the &#8220;Conversion Date&#8221;), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.&#160; Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash in the Fund was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">26,774,939</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">9,942,185</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,300,383</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">77,616</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">26,774,939</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">9,942,185</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,377,999</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Due from/to Broker</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Calculation of Net Asset Value</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor Fee, Allocation of Expenses and Related Party Transactions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">444,365</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">183,076</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">169,614</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">192,822</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">45,597</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">10,720</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">394,591</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">126,489</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,914</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Fair Value - Definition and Hierarchy</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Expenses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Net Income (Loss) per Share</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>New Accounting Pronouncements</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Basis of Presentation</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the balance of restricted cash for the Fund was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Revenue Recognition</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Brokerage Commissions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Creations and Redemptions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Allocation of Shareholder Income and Losses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Cash, Cash Equivalents, and Restricted Cash</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">125,182</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">7,765,036</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">5,929,221</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">4,891,490</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">2,497,132</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 17, 2015 (the &#8220;Conversion Date&#8221;), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.&#160; Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">10,261,941</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,929,275</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,016,531</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">74,068</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">10,261,941</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,929,275</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,090,599</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Due from/to Broker</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Calculation of Net Asset Value</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor Fee, Allocation of Expenses and Related Party Transactions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">242,126</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">109,266</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">102,601</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">93,112</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">57,667</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">71,311</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">268,920</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">129,334</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">148,281</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Fair Value - Definition and Hierarchy</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December&#160;31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years&#160;being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Expenses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Net Income (Loss) per Share</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>New Accounting Pronouncements</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Basis of Presentation</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Revenue Recognition</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><br /> Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilites and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Brokerage Commissions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Creations and Redemptions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Allocation of Shareholder Income and Losses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Cash and Cash Equivalents</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">170</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">406,927</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">25,878,573</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">33,967,053</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">58,526,678</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">37,422,833</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24,964,873</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><b><i>Payable for Purchases of Commercial Paper</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Due from/to Broker</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Calculation of Net Asset Value</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor Fee, Allocation of Expenses and Related Party Transactions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">966,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">893,340</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">602,637</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">99,345</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">125,219</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">87,767</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">234,736</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">323,244</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">140,028</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Fair Value - Definition and Hierarchy</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years&#160;being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Expenses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Net Income (Loss) per Share</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>New Accounting Pronouncements</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Basis of Presentation</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Revenue Recognition</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Brokerage Commissions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund&#8217;s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Creations and Redemptions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Allocation of Shareholder Income and Losses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Cash Equivalents</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. TAGS had a balance of $2,862 and $2,474 in money market funds at December 31, 2018 and December 31, 2017, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Payable/Receivable for Securities Purchased/Sold</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Calculation of Net Asset Value</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time. The NAV for a particular trading day will be released after 4:15 p.m. New York time.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For purposes of the determining the Fund&#8217;s NAV, the Fund&#8217;s investments in the Underlying Funds will be valued based on the Underlying Funds&#8217; NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor Fee, Allocation of Expenses and Related Party Transactions</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">18,186</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,512</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">14,004</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">13,526</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">9,438</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">11,975</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">TAGS</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">48,366</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">40,270</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,459</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Expenses</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>New Accounting Pronouncements</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Fair Value - Definition and Hierarchy</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments of the Underlying Funds and securities of the Fund, together the &#8220;financial instruments&#8221;. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (&#8220;NAV&#8221;) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investments in the financial instruments&#160;of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Net Income (Loss) per Share</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Trust&#8217;s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust&#8217;s significant accounting policies in Note 3. The following table presents information about the Trust&#8217;s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017: &#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;&#160;&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">87,351,442</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">87,351,442</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">107,363</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">107,363</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">87,921,184</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">87,921,184</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,369,594</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,369,594</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">49,932,760</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">49,932,760</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">120,487</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">120,487</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">50,842,041</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">50,842,041</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,677,771</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,677,771</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">See the <i>Fair Value - Definition and Hierarchy</i> section in Note 4 above for an explanation of the transfers into and out of each level of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund&#8217;s significant accounting policies in Note 3. The following table presents information about the Fund&#8217;s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">34,935,797</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">34,935,797</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">35,043,160</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">35,043,160</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,085,530</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,085,530</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund&#8217;s significant accounting policies in Note 3. The following table presents information about the Fund&#8217;s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,492,618</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,492,618</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,721,018</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,721,018</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund&#8217;s significant accounting policies in Note 3. The following table presents information about the Fund&#8217;s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,497,232</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,497,232</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">2,731,211</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">2,731,211</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">184,419</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">184,419</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund&#8217;s significant accounting policies in Note 3. The following table presents information about the Fund&#8217;s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Balance as of December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">37,422,933</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">37,422,933</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Balance as of December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat Futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat Futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,569,518</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,569,518</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">&#160; Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Wheat Futures contracts</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any transfers between any of the level of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">See the <i>Fair Value - Definition and Hierarchy</i> section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund&#8217;s significant accounting policies in Note 3. The following table presents information about the Fund&#8217;s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Balance as of December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Exchange Traded Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,523,286</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,523,286</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,862</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,862</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,526,148</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,526,148</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Exchange Traded Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,136,120</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,136,120</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,474</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,474</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,138,594</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,138,594</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any transfers between any of the level of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">See the <i>Fair Value - Definition and Hierarchy</i> section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds&#8217; derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts.&#160;For the years ended December 31, 2018 and 2017, the Funds invested only in commodity futures contracts specifically related to each Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Futures Contracts</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds are subject to commodity price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts may reduce the Funds&#8217; exposure to counterparty risk since futures contracts are exchange-traded; and the exchange&#8217;s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM&#8217;s proprietary activities. A customer&#8217;s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM&#8217;s segregation requirements. In the event of an FCM&#8217;s insolvency, recovery may be limited to each Fund&#8217;s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 &#8220;Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities&#8221; and subsequently clarified in FASB ASU 2013-01 &#8220;Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.&#8221;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&#38;F Man as of December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(i)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160; </font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6">&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Gross Amount Not Offset in the Statement of Assets and Liabilities</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"></p></td> <td style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="4">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 1%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 3%">&#160;</td> <td style="width: 3%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 3%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">189,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">233,979</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">233,979</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">186,323</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(i)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160; </font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6">&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Gross Amount Not Offset in the Statement of Assets and Liabilities</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"></p></td> <td style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="4">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 1%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 3%">&#160;</td> <td style="width: 3%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,189,925</font></td> <td style="width: 3%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(i)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160;</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 46%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 1%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">117,186</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">F-20</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><i>Table of Contents</i></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,841,563</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">&#160;&#160; 448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">2,596,050</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Trust:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized (Loss) Gain on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Appreciation or (Depreciation)</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(3,025,313</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">651,638</font></td> <td style="width: 2%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(2,085,438</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">637,213</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(2,314,984</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">69,137</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,502,112</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,389,350</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total commodity futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(4,923,623</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(31,362</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized (Loss) Gain on Commodity</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>(Depreciation) or Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(5,603,513</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(380,763</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,425</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(793,538</font></td> <td><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(2,435,305</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">263,581</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(5,305,113</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,325,538</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total commodity futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(13,335,506</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">414,818</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized (Loss) Gain on Commodity</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Appreciation or (Depreciation)</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="vertical-align: bottom; width: 2%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 18%; text-align: right"><font style="font-size: 8pt">(9,438,913</font></td> <td style="vertical-align: bottom; width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 18%">&#160;</td> <td style="width: 2%">&#160;</td></tr> <tr> <td style="vertical-align: bottom; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: right"><font style="font-size: 8pt">939,088</font></td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,967,694</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(510,451</font></td> <td><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(9,631,400</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,997,125</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total commodity futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(16,163,531</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">508,136</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Volume of Derivative Activities</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The average notional market value categorized by primary underlying risk for all futures contracts held was $169.0 million in 2018, $153.9 million in 2017, and $132.4&#160;million in 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund&#8217;s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years&#160;ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Futures Contracts</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund&#8217;s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange&#8217;s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM&#8217;s proprietary activities. A customer&#8217;s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM&#8217;s segregation requirements. In the event of an FCM&#8217;s insolvency, recovery may be limited to the Fund&#8217;s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 &#8220;Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities&#8221; and subsequently clarified in FASB ASU 2013-01 &#8220;Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.&#8221;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM,&#160;ED&#38;F Man&#160;as of December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2018</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160; (iv) &#160; &#160; &#160; &#160; &#160;&#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160;&#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; Gross Amount Not Offset in the Statement of Assets and Liabilities&#160;&#160; </font></td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,189,925</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; text-align: justify"><font style="font-size: 8pt">&#160; Corn Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; text-align: justify"><font style="font-size: 8pt">&#160; Corn Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,841,563</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b>&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>&#160;Appreciation&#160;on</b></font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> <tr> <td style="vertical-align: bottom; width: 54%; padding-left: 9pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Corn futures contracts</font></td> <td style="vertical-align: bottom; width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="vertical-align: bottom; width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td> <td style="vertical-align: bottom; width: 17%; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(3,025,313</font></td> <td style="vertical-align: bottom; width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td> <td style="width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td> <td style="width: 12%"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 12%; text-align: right; vertical-align: bottom"><font style="font: 8pt Times New Roman, Times, Serif">651,638</font></td> <td style="width: 1%"><font style="font-size: 8pt"><font style="font-family: Times New Roman, Times, Serif">&#160;</font></font></td></tr> <tr> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>&#160;Depreciation&#160;on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(5,603,513</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(380,763</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Appreciation on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; text-align: justify; text-indent: 9pt"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(9,438,913</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">2,447,750</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Volume of Derivative Activities</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The average notional market value categorized by primary underlying risk for all futures contracts held was $69.7 million in 2018, $67.5 million in 2017, and $71.6&#160;million in 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund&#8217;s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Futures Contracts</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund&#8217;s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange&#8217;s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM&#8217;s proprietary activities. A customer&#8217;s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM&#8217;s segregation requirements. In the event of an FCM&#8217;s insolvency, recovery may be limited to the Fund&#8217;s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 &#8220;Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities&#8221; and subsequently clarified in FASB ASU 2013-01 &#8220;Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.&#8221;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&#38;F Man as of December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets&#160;and Derivative Assets&#160;as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iv)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">189,150</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iv)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; text-align: justify"><font style="font-size: 8pt">Soybean Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Loss on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(2,085,438</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">637,213</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Gain&#160;on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Depreciation&#160;on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Soybean futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">8,425</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(793,538</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Gain on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Appreciation on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Soybean futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">939,088</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">567,962</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Volume of Derivative Activities</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The average notional market value categorized by primary underlying risk for all futures contracts held was $21.9 million in 2018, $13.2 million in 2017, and $12.1&#160;million in 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund&#8217;s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Futures Contracts</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund&#8217;s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange&#8217;s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM&#8217;s proprietary activities. A customer&#8217;s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM&#8217;s segregation requirements. In the event of an FCM&#8217;s insolvency, recovery may be limited to the Fund&#8217;s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 &#8220;Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities&#8221; and subsequently clarified in FASB ASU 2013-01 &#8220;Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.&#8221;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&#38;F Man as of December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets&#160;and Derivative Assets&#160;as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160;(iv) &#160; &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">186,323</font></td> <td style="vertical-align: bottom; width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 4%">&#160;</td> <td style="width: 4%">&#160;</td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets&#160;and Derivative Assets&#160;as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160;(iv) &#160; &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">117,186</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160;(iv) &#160; &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Loss on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(2,314,984</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">69,137</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Loss on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net&#160;Change&#160;in&#160;Unrealized Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contacts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(2,435,305</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">263,581</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Gain on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net&#160;Change&#160;in&#160;Unrealized Depreciation&#160;</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contacts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">1,967,694</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(510,451</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Volume of Derivative Activities</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The average notional market value categorized by primary underlying risk for all futures contracts held was $12.3 million in 2018, $7.1 million in 2017, and $6.1&#160;million in 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund&#8217;s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Futures Contracts</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund&#8217;s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange&#8217;s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM&#8217;s proprietary activities. A customer&#8217;s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM&#8217;s segregation requirements. In the event of an FCM&#8217;s insolvency, recovery may be limited to the Fund&#8217;s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 &#8220;Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities&#8221; and subsequently clarified in FASB ASU 2013-01 &#8220;Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.&#8221;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&#38;F Man as of December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160; <b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">2,596,050</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized&#160; Gain on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized&#160; Depreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">2,502,112</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(1,389,350</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss&#160;on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Appreciation on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(5,305,113</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">1,325,538</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Depreciation&#160;on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(9,631,400</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(1,997,125</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Volume of Derivative Activities</i></b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The average notional market value categorized by primary underlying risk for all futures contracts held was $65.0 million in 2018, $66.0 million in 2017, and $42.5&#160;million in 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund is not obligated to reimburse these costs to the Sponsor.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Outstanding&#160;Shares</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Net Assets</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 76%; text-align: justify"><font style="font-size: 8pt">Teucrium Corn Fund</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,500,004</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">56,379,057</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Soybean Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,725,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">27,942,017</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Sugar Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,525,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,778,739</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Wheat Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">9,275,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">55,149,873</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Agricultural Fund:</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net assets including the investment in the Underlying Funds</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">75,002</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,524,760</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Less: Investment in the Underlying Funds</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,523,286</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net for the Fund in the combined net assets of the Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,474</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt; text-align: right">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">150,251,160</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Outstanding&#160;Shares</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Net Assets</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 76%; text-align: justify"><font style="font-size: 8pt">Teucrium Corn Fund</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,875,004</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">64,901,479</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Soybean Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">575,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,264,025</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Sugar Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">650,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">6,363,710</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Wheat Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,250,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">61,416,019</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Agricultural Fund:</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net assets including the investment in the Underlying Funds</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">50,002</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,137,639</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Less: Investment in the Underlying Funds</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,136,120</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net for the Fund in the combined net assets of the Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,519</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt; text-align: right">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">142,946,752</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASU 2016--18 issued by the Financial Accounting Standards Board (&#34;FASB&#34;), for the year ended December 31, 2016 the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the combined statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown on the combined statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Trust and the Funds. For the years ended December 31, 2017 and 2018 the balance of restricted cash in each of the Funds was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the Fund had a balance of $0 in restricted cash.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the balance of restricted cash for the Fund was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (&#8220;U.S. GAAP&#8221;) as detailed in the Financial Accounting Standards Board&#8217;s Accounting Standards Codification.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilites and in cash, cash equivalents and restricted cash on the combined statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><br /> Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><br /> Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilites and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor adopted ASC 606, <i>Revenue from Contracts With Customers</i>, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="margin: 0"><font style="font: 8pt Times New Roman, Times, Serif">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brokerage commissions are accrued on the trade date and on a full-turn basis.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For United States federal income tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Funds&#8217; transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Funds&#8217; conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds&#8217; management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Trust or the Funds and did not have a significant impact on the financial statements of the Trust and the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017, and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For United States federal income tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund&#8217;s income or loss on their income tax returns. The financial statements reflect the Fund&#8217;s transactions without adjustment, if any, required for income tax purposes.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund&#8217;s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund&#8217;s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund&#8217;s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from each Fund only in blocks of shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There are a minimum number of baskets and associated shares specified for each Fund in the Fund&#8217;s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">CORN: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SOYB: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">CANE: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">WEAT: 50,000 shares representing 2 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">TAGS: 50,000 shares representing 4 baskets</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called &#8220;Redemption Baskets.&#8221; The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund&#8217;s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund&#8217;s statements of assets and liabilities as payable for shares redeemed.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As outlined in the most recent Form S-1 filing, 50,000 shares represents four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the combined statements of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,262</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,014</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,412,423</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">71,902,074</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">88,013,073</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">143,915,277</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">87,348,180</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">49,929,746</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 17, 2015 (the &#8220;Conversion Date&#8221;), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.&#160; Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.&#160; The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Trust and Funds. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the combined statements of assets and liabilities that sum to the total of the same such amounts shown in the combined statements of cash flows.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">159,250,322</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">137,945,626</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">145,323,469</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">151,684</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">159,250,322</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">137,945,626</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">145,475,153</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that is included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">185,661</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">14,283,022</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">9,942,111</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,115,082</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,492,518</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 17, 2015 (the &#8220;Conversion Date&#8221;), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.&#160; Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash in the Fund was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">26,774,939</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">9,942,185</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,300,383</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">77,616</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">26,774,939</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">9,942,185</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,377,999</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">125,182</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">7,765,036</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">5,929,221</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">4,891,490</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">2,497,132</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 17, 2015 (the &#8220;Conversion Date&#8221;), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.&#160; Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash was $0.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">10,261,941</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,929,275</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,016,531</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">74,068</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">10,261,941</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,929,275</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,090,599</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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&#8217; 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Funds&#8217; trading, the Funds (and not their shareholders personally) are subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker&#8217;s records.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader&#8217;s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader&#8217;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 Fund&#8217;s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ongoing or &#8220;maintenance&#8221; margin requirements are computed each day by a trader&#8217;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&#8217;s position. With respect to the Fund&#8217;s trading, the Fund (and not its shareholders personally) is subject to margin calls.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s sponsor,&#160;Teucrium Trading, LLC&#160;(the &#8220;Sponsor&#8221;), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,674,984</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,196,388</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,825,552</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">556,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">453,736</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">457,658</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">TAGS</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">280,817</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">394,591</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">268,920</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">234,736</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">48,366</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,227,430</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">409,562</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">126,489</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">129,334</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">323,244</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">40,270</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,028,899</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">442,333</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,914</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">148,281</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">140,028</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,459</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">838,015</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s sponsor,&#160;Teucrium Trading, LLC&#160;(the &#8220;Sponsor&#8221;), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,004,019</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">998,194</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">936,695</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">157,258</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">215,815</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">275,884</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">280,817</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">409,562</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">442,333</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">444,365</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">183,076</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">169,614</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">192,822</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">45,597</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">10,720</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">394,591</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">126,489</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,914</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">242,126</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">109,266</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">102,601</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">93,112</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">57,667</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">71,311</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">268,920</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">129,334</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">148,281</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">966,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">893,340</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">602,637</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">99,345</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">125,219</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">87,767</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">234,736</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">323,244</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">140,028</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust&#8217;s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day&#8217;s net assets.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">18,186</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,512</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">14,004</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">13,526</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">9,438</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">11,975</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">TAGS</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">48,366</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">40,270</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,459</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Trust uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - 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 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as &#8220;financial instruments.&#8221;&#160;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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Trust&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (&#8220;CBOT&#8221;) are not actively trading due to a &#8220;limit-up&#8221; or &#8216;limit-down&#8221; condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from financial instrument&#160;to financial instrument&#160;and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a &#8220;limit-up&#8221; or limit-down&#8221; condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (&#8220;NAV&#8221;) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives&#160;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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December&#160;31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years&#160;being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments&#160;does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from&#160;financial instrument&#160;to&#160;financial instrument&#160;and is affected by a wide variety of factors including, the type of&#160;financial instrument, whether the&#160;financial instrument&#160;is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the&#160;financial instruments&#160;existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for&#160;financial instruments&#160;categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument&#160;to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years&#160;being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 &#8220;exit price&#8221;) in an orderly transaction between market participants at the measurement date.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund&#8217;s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 1</i> - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments of the Underlying Funds and securities of the Fund, together the &#8220;financial instruments&#8221;. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 2</i> - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Level 3</i> - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund&#8217;s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (&#8220;NAV&#8221;) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investments in the financial instruments&#160;of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses are recorded using the accrual method of accounting.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update (&#8220;ASU&#8221;) 2018-13: &#8220;Fair Value Measurement (Topic 820): Disclosure Framework &#8211; Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB&#8217;s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-05, &#8220;Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.&#34; These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2018-03: &#8220;Technical Corrections and Improvements to Financial Instruments&#8212;Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments&#8212;Overall (Subtopic 825-10).&#8221; These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-13, &#8220;Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments&#8221;. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity&#8217;s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-12, &#8220;Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities&#8221;. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-03, &#8220;Accounting Changes and Error Corrections (Topic 250) and Investments &#8211; Equity Method and Joint Ventures (Topic 323)&#8221;. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2017-01, &#8220;Business Combinations (Topic 805): Clarifying the Definition of a Business&#8221;. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-18, &#8220;Statement of Cash Flows (Topic 230)&#8221;. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2014-09 in May 2014, &#8220;Revenue from Contracts with Customers (Topic 606),&#8221; which replaces the revenue recognition requirements of &#8220;Revenue Recognition (Topic 605).&#8221; This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-11, &#8220;Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting&#8221;. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-02, &#8220;Leases (Topic 842).&#8221; The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The FASB issued ASU 2016-01, &#8220;Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.&#8221; The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,262</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,014</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,412,423</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">71,902,074</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">88,013,073</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">143,915,277</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">87,348,180</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">49,929,746</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">185,661</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">14,283,022</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">9,942,111</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,115,082</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">12,492,518</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">125,182</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">7,765,036</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">5,929,221</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">4,891,490</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">2,497,132</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">170</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">406,927</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">25,878,573</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">33,967,053</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">58,526,678</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">37,422,833</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24,964,873</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">159,250,322</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">137,945,626</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">145,323,469</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">151,684</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">159,250,322</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">137,945,626</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">145,475,153</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">170</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">692,293</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">23,975,443</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,174,688</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,382,027</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">34,935,697</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24,964,873</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">26,774,939</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">9,942,185</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,300,383</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">77,616</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">26,774,939</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">9,942,185</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,377,999</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Cash and cash equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">10,261,941</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,929,275</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,016,531</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Restricted cash</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">74,068</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">10,261,941</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,929,275</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,090,599</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,674,984</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,196,388</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,825,552</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">556,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">453,736</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">457,658</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,004,019</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">998,194</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">936,695</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">157,258</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">215,815</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">275,884</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">444,365</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">183,076</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">169,614</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">192,822</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">45,597</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">10,720</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">242,126</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">109,266</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">102,601</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">93,112</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">57,667</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">71,311</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">966,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">893,340</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">602,637</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">99,345</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">125,219</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">87,767</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Recognized Related Party Transactions</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">18,186</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,512</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">14,004</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Waived Related Party Transactions</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">13,526</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">9,438</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">11,975</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">TAGS</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">280,817</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">394,591</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">268,920</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">234,736</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">48,366</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,227,430</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">409,562</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">126,489</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">129,334</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">323,244</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">40,270</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,028,899</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">442,333</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,914</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">148,281</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">140,028</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,459</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">838,015</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">280,817</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">409,562</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">442,333</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">394,591</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">126,489</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,914</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">268,920</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">129,334</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">148,281</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">234,736</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">323,244</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">140,028</font></td> <td>&#160;</td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">TAGS</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 88%; text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">48,366</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2017</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">40,270</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Year Ended December 31, 2016</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,459</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;&#160;&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">87,351,442</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">87,351,442</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">107,363</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">107,363</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">87,921,184</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">87,921,184</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; vertical-align: bottom"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,369,594</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,369,594</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">49,932,760</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">49,932,760</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">120,487</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">120,487</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">50,842,041</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">50,842,041</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; vertical-align: bottom"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,677,771</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">5,677,771</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">34,935,797</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">34,935,797</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">35,043,160</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">35,043,160</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,085,530</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,085,530</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Corn Futures Contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,492,618</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">12,492,618</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,721,018</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">12,721,018</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,497,232</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,497,232</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">2,731,211</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">2,731,211</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Futures Contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">184,419</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">184,419</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Balance as of December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">37,422,933</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">37,422,933</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: justify"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Balance as of December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat Futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">24,965,043</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Wheat Futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,569,518</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">25,569,518</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Liabilities:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">&#160; Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">&#160; Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Wheat Futures contracts</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td> <td style="width: 1%; border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%; padding-bottom: 3pt">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Balance as of December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Exchange Traded Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,523,286</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,523,286</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,862</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,862</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,526,148</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,526,148</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Assets:</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Balance as of</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Exchange Traded Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,136,120</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,136,120</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Cash Equivalents</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,474</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,474</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,138,594</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">1,138,594</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(i)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160; </font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6">&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Gross Amount Not Offset in the Statement of Assets and Liabilities</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"></p></td> <td style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="4">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 1%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 3%">&#160;</td> <td style="width: 3%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 3%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">228,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">189,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">233,979</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">233,979</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">186,323</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(i)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160; </font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6">&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Gross Amount Not Offset in the Statement of Assets and Liabilities</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"></p></td> <td style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="4">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 1%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 3%">&#160;</td> <td style="width: 3%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,189,925</font></td> <td style="width: 3%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">39,250</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">47,656</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(i)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160;</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 46%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 1%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">184,319</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">117,186</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">F-20</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><i>Table of Contents</i></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; text-align: justify">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; text-align: center">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: justify">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,841,563</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">&#160;&#160; 448,063</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">67,133</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">604,475</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">2,596,050</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2018</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160; (iv) &#160; &#160; &#160; &#160; &#160;&#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160; (iv)&#160; &#160; &#160;&#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td colspan="6" style="vertical-align: bottom; text-align: center"><font style="font-size: 8pt">&#160; Gross Amount Not Offset in the Statement of Assets and Liabilities&#160;&#160; </font></td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,297,288</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">107,363</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,189,925</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; text-align: justify"><font style="font-size: 8pt">&#160; Corn Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; text-align: justify"><font style="font-size: 8pt">&#160; Corn Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,962,050</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">120,487</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">1,841,563</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets&#160;and Derivative Assets&#160;as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iv)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">228,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">189,150</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iv)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 40%; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">39,250</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; text-align: justify"><font style="font-size: 8pt">Soybean Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">448,063</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets&#160;and Derivative Assets&#160;as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160;(iv) &#160; &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">233,979</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 7%; text-align: right"><font style="font-size: 8pt">186,323</font></td> <td style="vertical-align: bottom; width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 4%">&#160;</td> <td style="width: 4%">&#160;</td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">47,656</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets&#160;and Derivative Assets&#160;as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160;(iv) &#160; &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">184,319</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">117,186</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">&#160;(iv) &#160; &#160; &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">67,133</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160; <b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i-ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,985,400</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Assets and Derivative Assets as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Assets</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due to Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(i)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(iii) = (i)-(ii)</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">(iv) &#160;</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">(v) = (iii)-(iv)</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="text-align: center"><font style="font-size: 8pt">Gross Amount Not Offset in the Statement of Assets and Liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Description</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount of Recognized Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Gross Amount Offset in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount Presented in the Statement of Assets and Liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Futures Contracts Available for Offset</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Collateral, Due from Broker</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">Net Amount</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 39%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat Futures Contracts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">3,200,525</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">604,475</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">2,596,050</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 7%; text-align: right"><font style="font-size: 8pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized (Loss) Gain on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Appreciation or (Depreciation)</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(3,025,313</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">651,638</font></td> <td style="width: 2%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(2,085,438</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">637,213</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(2,314,984</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">69,137</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,502,112</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,389,350</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total commodity futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(4,923,623</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(31,362</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized (Loss) Gain on Commodity</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>(Depreciation) or Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(5,603,513</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(380,763</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,425</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(793,538</font></td> <td><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(2,435,305</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">263,581</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(5,305,113</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,325,538</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total commodity futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(13,335,506</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">414,818</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized (Loss) Gain on Commodity</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Appreciation or (Depreciation)</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr> <td style="vertical-align: bottom; width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="vertical-align: bottom; width: 2%">&#160;</td> <td style="vertical-align: bottom; width: 1%"><font style="font-size: 8pt">$</font></td> <td style="vertical-align: bottom; width: 18%; text-align: right"><font style="font-size: 8pt">(9,438,913</font></td> <td style="vertical-align: bottom; width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 18%">&#160;</td> <td style="width: 2%">&#160;</td></tr> <tr> <td style="vertical-align: bottom; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: right"><font style="font-size: 8pt">939,088</font></td> <td style="vertical-align: bottom">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,967,694</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">(510,451</font></td> <td><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(9,631,400</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,997,125</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total commodity futures contracts</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">(16,163,531</font></td> <td style="padding-bottom: 3pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">508,136</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b>&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>&#160;Appreciation&#160;on</b></font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">&#160;</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">&#160;</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> <tr> <td style="vertical-align: bottom; width: 54%; padding-left: 9pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Corn futures contracts</font></td> <td style="vertical-align: bottom; width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="vertical-align: bottom; width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td> <td style="vertical-align: bottom; width: 17%; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(3,025,313</font></td> <td style="vertical-align: bottom; width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td> <td style="width: 1%"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td> <td style="width: 12%"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 12%; text-align: right; vertical-align: bottom"><font style="font: 8pt Times New Roman, Times, Serif">651,638</font></td> <td style="width: 1%"><font style="font-size: 8pt"><font style="font-family: Times New Roman, Times, Serif">&#160;</font></font></td></tr> <tr> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td> <td><font style="font-size: 8pt">&#160;</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>&#160;Depreciation&#160;on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(5,603,513</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(380,763</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Appreciation on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; text-align: justify; text-indent: 9pt"><font style="font-size: 8pt">Corn futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(9,438,913</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">2,447,750</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Loss on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Soybeans futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(2,085,438</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">637,213</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Gain&#160;on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Depreciation&#160;on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Soybean futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">8,425</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(793,538</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Gain on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Appreciation on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Soybean futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">939,088</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">567,962</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Loss on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(2,314,984</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">69,137</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Loss on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net&#160;Change&#160;in&#160;Unrealized Appreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contacts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(2,435,305</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">263,581</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized Gain on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net&#160;Change&#160;in&#160;Unrealized Depreciation&#160;</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contacts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Sugar futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">1,967,694</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(510,451</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt"><b>Primary Underlying Risk</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Realized&#160; Gain on</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Net Change in Unrealized&#160; Depreciation</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>on Commodity Futures Contracts</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">2,502,112</font></td> <td style="width: 2%">&#160;</td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(1,389,350</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2017</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss&#160;on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Appreciation on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(5,305,113</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">1,325,538</font></td> <td style="width: 2%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Year ended December 31, 2016</b></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Net&#160;Change&#160;in&#160;Unrealized</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Realized Loss on</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Depreciation&#160;on</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contracts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Commodity Futures Contacts</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commodity Price</font></td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 54%; padding-left: 0.25in; text-align: justify"><font style="font-size: 8pt">Wheat futures contracts</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(9,631,400</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td> <td style="width: 2%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 8pt">(1,997,125</font></td> <td style="width: 2%"><font style="font-size: 8pt">)</font></td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2018</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Outstanding&#160;Shares</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Net Assets</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 76%; text-align: justify"><font style="font-size: 8pt">Teucrium Corn Fund</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,500,004</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">56,379,057</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Soybean Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,725,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">27,942,017</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Sugar Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,525,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,778,739</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Wheat Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">9,275,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">55,149,873</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Agricultural Fund:</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net assets including the investment in the Underlying Funds</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">75,002</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,524,760</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Less: Investment in the Underlying Funds</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,523,286</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net for the Fund in the combined net assets of the Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,474</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt; text-align: right">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">150,251,160</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>December 31, 2017</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Outstanding&#160;Shares</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>Net Assets</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 76%; text-align: justify"><font style="font-size: 8pt">Teucrium Corn Fund</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,875,004</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">64,901,479</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Soybean Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">575,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,264,025</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Sugar Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">650,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">6,363,710</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Wheat Fund</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,250,004</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">61,416,019</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Teucrium Agricultural Fund:</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net assets including the investment in the Underlying Funds</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">50,002</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">1,137,639</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Less: Investment in the Underlying Funds</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,136,120</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 9pt; text-align: justify"><font style="font-size: 8pt">Net for the Fund in the combined net assets of the Trust</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,519</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total</font></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt; text-align: right">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td style="border-bottom: black 1pt double"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt double; text-align: right"><font style="font-size: 8pt">142,946,752</font></td> <td style="padding-bottom: 3pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> 556063 453736 157258 215815 192822 45597 93112 57667 99345 125219 13526 9438 457658 275884 10720 71311 87767 11975 2674984 2196388 1004019 998194 444365 183076 242126 109266 966288 893340 18186 12512 1825552 936695 169614 102601 602637 14004 <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">16.75</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">18.77</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">21.24</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">&#160;Income (loss) from investment operations: <br /></td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Investment income</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.35</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.21</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.11</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized loss on commodity futures contracts</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.39</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.55</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.75</td><td style="font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.60</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.68</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.83</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net decrease in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.64</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.02</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.47</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">16.11</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">16.75</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">18.77</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.82</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(10.76</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(11.63</td><td style="font-size: 8pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Ratios to Average Net Assets (Annualized)</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p></td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.98</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.28</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.74</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.58</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.68</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.13</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.48</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.54</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.58</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">17.85</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">19.08</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">17.34</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Income (loss) from investment operations:</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Investment income</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.37</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.21</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.10</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized (loss) gain on commodity futures contracts</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.40</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.77</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">2.41</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.62</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.67</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.77</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net (decrease) increase in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(1.65</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(1.23</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">1.74</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">16.20</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">17.85</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">19.08</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(9.24</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(6.45</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">10.03</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Ratios to Average Net Assets (Annualized)</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">5.52</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.59</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.61</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.66</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.63</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.03</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.49</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.48</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.48</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">9.79</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">12.97</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">10.02</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Income (loss) from investment operations:</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Investment income</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.15</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.12</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.06</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized (loss) gain on commodity futures contracts</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.60</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.01</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.17</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.27</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.29</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.28</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net (decrease) increase in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.72</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(3.18</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">2.95</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">7.07</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">9.79</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">12.97</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(27.78</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(24.52</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">29.44</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Ratios to Average Net Assets (Annualized)</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">5.80</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.62</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.72</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.60</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">2.79</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">2.29</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.56</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.68</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.77</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; font-weight: bold"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center"><font style="font: 8pt Times New Roman, Times, Serif">Year ended</font></td><td style="font-size: 8pt; font-weight: bold"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center"><font style="font: 8pt Times New Roman, Times, Serif">Year ended</font></td><td style="font-size: 8pt; font-weight: bold"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center"><font style="font: 8pt Times New Roman, Times, Serif">Year ended</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid"><font style="font: 8pt Times New Roman, Times, Serif">December 31, 2018</font></td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid"><font style="font: 8pt Times New Roman, Times, Serif">December 31, 2017</font></td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid"><font style="font: 8pt Times New Roman, Times, Serif">December 31, 2016</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Per Share Operation Performance</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net asset value at beginning of period</font></td><td style="width: 5%; font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="width: 11%; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">5.99</font></td><td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="width: 5%; font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="width: 11%; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">6.89</font></td><td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="width: 5%; font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="width: 11%; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">9.15</font></td><td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="text-align: justify"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p><p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Income (loss) from investment operations:</font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Investment income</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.13</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.08</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.04</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net realized and unrealized gain (loss) on commodity futures contracts</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.07</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.73</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(1.98</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">Total expenses, net</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.24</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.25</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.32</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">Net decrease in net asset value</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.04</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.90</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(2.26</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net asset value at end of period</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">5.95</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">5.99</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">6.89</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Total Return</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.67</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(13.06</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(24.70</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p><p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif"><b>Ratios to Average Net Assets (Annualized)</b></font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Total expenses</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.13</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.09</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.47</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Total expenses, net</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">3.76</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">3.60</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.13</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net investment loss</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(1.69</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(2.46</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(3.57</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font-family: Times New Roman, Times, Serif">&#160;</font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font-family: Times New Roman, Times, Serif">The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses</font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">22.75</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">26.33</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">26.59</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Income (loss) from investment operations:</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized loss on investment transactions</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.32</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.46</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.12</td><td style="font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.10</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.12</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.14</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net decrease in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.42</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(3.58</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.26</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">20.33</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">22.75</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">26.33</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(10.64</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(13.60</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.98</td><td style="font-size: 8pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Ratios to Average Net Assets (Annualized)</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.77</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.74</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.33</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.48</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.50</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.50</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.48</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.50</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.50</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following summarized quarterly financial information presents the results of operations for the Teucrium Corn Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,507,209</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(6,465,079</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,727,463</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,792,478</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">670,883</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">754,733</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">683,626</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">692,119</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">630,201</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">656,692</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">651,503</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">582,148</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">4,877,008</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(7,121,771</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(2,378,966</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,210,330</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1.24</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.56</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.59</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.49</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,369,398</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">910,237</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(4,763,833</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(2,721,518</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">724,668</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">762,626</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">729,672</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">701,970</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">689,668</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">628,806</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">633,836</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">557,064</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">679,730</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">281,431</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(5,397,669</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(3,278,582</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.24</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.08</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.49</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.85</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following summarized quarterly financial information presents the results of operations for the Teucrium Soybean Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">854,752</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(2,378,109</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(292,647</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">827,947</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">215,850</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">240,283</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">424,902</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">290,357</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">115,908</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">155,798</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">261,424</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">243,671</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">738,844</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(2,533,907</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(554,071</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">584,276</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1.19</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(2.82</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.39</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.37</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total (Loss) Income</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(462,474</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">98,980</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">257,072</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(525,746</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">126,800</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">118,451</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">147,452</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">217,398</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">111,800</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">106,342</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">116,104</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">149,366</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net (Loss) Income</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(574,274</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(7,362</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">140,968</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(675,112</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net (Loss) Income per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.97</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.01</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.23</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.48</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following summarized quarterly financial information presents the results of operations for the Teucrium Sugar Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,127,935</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(689,717</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,857,077</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,678,297</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">141,974</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">182,157</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">213,470</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">170,674</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">61,284</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">115,948</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">142,099</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">120,024</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,189,219</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(805,665</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,999,176</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,558,273</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.50</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.67</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.99</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.44</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(572,243</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,575,978</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(120,913</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">176,299</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">49,635</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">79,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">102,485</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">95,467</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">36,557</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">53,714</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">57,299</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">49,683</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(608,800</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,629,692</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(178,212</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">126,616</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.18</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(2.15</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.21</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.36</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following summarized quarterly financial information presents the results of operations for the Teucrium Wheat Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,696,228</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,560,956</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(533,797</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(2,267,398</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">656,128</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">772,566</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">679,205</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">567,581</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">632,359</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">651,551</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">635,374</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">521,460</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,063,869</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,909,405</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,169,171</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(2,788,858</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.20</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.18</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.13</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.29</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">924,694</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">10,004,367</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(8,961,538</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(5,201,741</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">594,271</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">615,698</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">714,365</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">754,279</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">594,271</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">615,698</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">608,423</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">536,977</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">330,423</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">9,388,669</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(9,569,961</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(5,738,718</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.04</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.91</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.27</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.58</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following summarized quarterly financial information presents the results of operations for the Teucrium Agricultural Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,444</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(133,431</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(80,986</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">26,092</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">18,629</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">12,096</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,539</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">14,207</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,414</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,010</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,911</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,770</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,030</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(135,441</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(82,897</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">24,322</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">0.04</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1.68</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1.10</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">0.32</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>June 30, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>September 30, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>December 31, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Loss</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(39,152</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(19,522</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(76,451</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(37,395</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">23,355</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">7,036</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">7,525</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,565</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,672</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,547</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,538</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,454</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Loss</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(40,824</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(21,069</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(77,989</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(38,849</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Loss per share</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(0.82</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(0.42</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1.56</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(0.78</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2018</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2017</p></td> <td style="padding-bottom: 3pt">&#160;</td> <td style="padding-bottom: 3pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt double"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">Year Ended</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center">December 31, 2016</p></td> <td style="padding-bottom: 3pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">170</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">692,293</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">23,975,443</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">38,174,688</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">68,382,027</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">34,935,697</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24,964,873</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2017</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt">December 31, 2016</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 64%; text-align: justify"><font style="font-size: 8pt">Money Market Funds</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">100</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">170</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">406,927</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Demand Deposit Savings Accounts</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">25,878,573</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">33,967,053</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">58,526,678</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Commercial Paper</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">37,422,833</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">24,964,873</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. TAGS had a balance of $2,862 and $2,474 in money market funds at December 31, 2018 and December 31, 2017, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: right">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE 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.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Fund&#8217;s NAV is calculated by:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Taking the current market value of its total assets and</font></td></tr> </table> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif"><font style="font-size: 8pt">&#9679;</font></td> <td style="padding: 0.75pt; font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 8pt">Subtracting any liabilities</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The administrator, Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time. The NAV for a particular trading day will be released after 4:15 p.m. New York time.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For purposes of the determining the Fund&#8217;s NAV, the Fund&#8217;s investments in the Underlying Funds will be valued based on the Underlying Funds&#8217; NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the &#8220;fair value&#8221; of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>CBOT Corn Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: bottom"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr style="vertical-align: bottom"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr style="vertical-align: bottom"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">December following the third to expire</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; <b>CBOT Soybeans Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire (excluding August &#38; September)</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire (excluding August &#38; September)</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Expiring in the November following the expiration of the third-to-expire contract</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>ICE Sugar Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Expiring in the March following the expiration of the third-to-expire contract</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>CBOT Wheat Futures Contract</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Second to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">35%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">Third to expire</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">30%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">December following the third-to-expire</font></td> <td style="text-align: center"><font style="font-size: 8pt">35%</font></td></tr> </table> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 50%; border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Underlying Fund</b></font></td> <td style="width: 50%; border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt"><b>Weighting</b></font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">CORN</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">25%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">SOYB</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">25%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">CANE</font></td> <td style="border-top: black 1.5pt solid; border-right: black 1.5pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">25%</font></td></tr> <tr style="vertical-align: top"> <td style="border-top: black 1.5pt solid; border-bottom: black 1pt solid; border-left: black 1.5pt solid; text-align: center"><font style="font-size: 8pt">WEAT</font></td> <td style="text-align: center"><font style="font-size: 8pt">25%</font></td></tr> </table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">16.75</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">18.77</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">21.24</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">&#160;Income (loss) from investment operations: <br /></td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Investment income</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.35</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.21</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.11</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized loss on commodity futures contracts</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.39</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.55</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.75</td><td style="font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.60</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.68</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.83</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net decrease in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.64</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.02</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.47</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">16.11</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">16.75</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">18.77</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.82</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(10.76</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(11.63</td><td style="font-size: 8pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Ratios to Average Net Assets (Annualized)</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">&#160;</p></td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.98</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.28</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.74</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.58</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.68</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.13</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.48</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.54</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.58</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">17.85</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">19.08</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">17.34</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Income (loss) from investment operations:</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Investment income</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.37</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.21</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.10</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized (loss) gain on commodity futures contracts</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.40</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.77</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">2.41</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.62</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.67</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.77</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net (decrease) increase in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(1.65</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(1.23</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">1.74</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">16.20</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">17.85</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">19.08</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(9.24</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(6.45</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">10.03</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Ratios to Average Net Assets (Annualized)</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">5.52</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.59</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.61</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.66</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.63</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.03</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.49</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.48</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.48</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">9.79</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">12.97</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">10.02</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Income (loss) from investment operations:</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Investment income</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.15</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.12</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.06</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized (loss) gain on commodity futures contracts</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.60</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.01</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.17</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.27</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.29</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.28</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net (decrease) increase in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.72</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(3.18</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">2.95</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">7.07</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">9.79</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">12.97</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(27.78</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(24.52</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">29.44</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Ratios to Average Net Assets (Annualized)</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">5.80</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.62</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">4.72</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.60</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">2.79</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">2.29</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.56</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.68</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(1.77</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; font-weight: bold"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center"><font style="font: 8pt Times New Roman, Times, Serif">Year ended</font></td><td style="font-size: 8pt; font-weight: bold"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center"><font style="font: 8pt Times New Roman, Times, Serif">Year ended</font></td><td style="font-size: 8pt; font-weight: bold"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center"><font style="font: 8pt Times New Roman, Times, Serif">Year ended</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid"><font style="font: 8pt Times New Roman, Times, Serif">December 31, 2018</font></td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid"><font style="font: 8pt Times New Roman, Times, Serif">December 31, 2017</font></td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid"><font style="font: 8pt Times New Roman, Times, Serif">December 31, 2016</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Per Share Operation Performance</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net asset value at beginning of period</font></td><td style="width: 5%; font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="width: 11%; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">5.99</font></td><td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="width: 5%; font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="width: 11%; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">6.89</font></td><td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="width: 5%; font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="width: 11%; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">9.15</font></td><td style="width: 1%; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="text-align: justify"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p><p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Income (loss) from investment operations:</font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Investment income</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.13</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.08</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.04</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net realized and unrealized gain (loss) on commodity futures contracts</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">0.07</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.73</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(1.98</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">Total expenses, net</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.24</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.25</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.32</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">Net decrease in net asset value</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.04</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.90</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td><td style="font-size: 8pt; padding-bottom: 1pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(2.26</font></td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net asset value at end of period</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">5.95</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">5.99</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">$</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">6.89</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Total Return</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(0.67</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(13.06</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(24.70</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p><p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif"><b>Ratios to Average Net Assets (Annualized)</b></font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Total expenses</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.13</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.09</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.47</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Total expenses, net</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">3.76</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">3.60</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">4.13</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">%</font></td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">Net investment loss</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(1.69</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(2.46</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td><td style="font-size: 8pt"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td> <td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></td><td style="font-size: 8pt; text-align: right"><font style="font: 8pt Times New Roman, Times, Serif">(3.57</font></td><td style="font-size: 8pt; text-align: left"><font style="font: 8pt Times New Roman, Times, Serif">)%</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">&#160;</font></p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td><td style="font-size: 8pt; font-weight: bold">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">Year ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2018</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt">&#160;</td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Per Share Operation Performance</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 46%; font-size: 8pt; text-align: justify">Net asset value at beginning of period</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">22.75</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">26.33</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td><td style="width: 5%; font-size: 8pt">&#160;</td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">26.59</td><td style="width: 1%; font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Income (loss) from investment operations:</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net realized and unrealized loss on investment transactions</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(2.32</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(3.46</td><td style="font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.12</td><td style="font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Total expenses, net</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.10</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.12</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.14</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Net decrease in net asset value</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(2.42</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(3.58</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td><td style="font-size: 8pt; padding-bottom: 1pt">&#160;</td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left">&#160;</td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(0.26</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Net asset value at end of period</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">20.33</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">22.75</td><td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">26.33</td><td style="font-size: 8pt; text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Total Return</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(10.64</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(13.60</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.98</td><td style="font-size: 8pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; font-weight: bold; text-align: justify">Ratios to Average Net Assets (Annualized)</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td><td>&#160;</td> <td style="text-align: left">&#160;</td><td style="text-align: right">&#160;</td><td style="text-align: left">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Total expenses</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.77</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.74</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">3.33</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: transparent"> <td style="font-size: 8pt; text-align: justify">Total expenses, net</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.48</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.50</td><td style="font-size: 8pt; text-align: left">%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">0.50</td><td style="font-size: 8pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">Net investment loss</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.48</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.50</td><td style="font-size: 8pt; text-align: left">)%</td><td style="font-size: 8pt">&#160;</td> <td style="font-size: 8pt; text-align: left">&#160;</td><td style="font-size: 8pt; text-align: right">(0.50</td><td style="font-size: 8pt; text-align: left">)%</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">5,507,209</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(6,465,079</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,727,463</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,792,478</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">670,883</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">754,733</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">683,626</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">692,119</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">630,201</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">656,692</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">651,503</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">582,148</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">4,877,008</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(7,121,771</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(2,378,966</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,210,330</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1.24</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.56</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.59</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.49</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,369,398</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">910,237</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(4,763,833</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(2,721,518</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">724,668</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">762,626</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">729,672</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">701,970</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">689,668</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">628,806</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">633,836</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">557,064</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">679,730</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">281,431</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(5,397,669</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(3,278,582</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.24</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.08</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.49</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.85</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">854,752</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(2,378,109</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(292,647</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">827,947</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">215,850</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">240,283</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">424,902</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">290,357</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">115,908</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">155,798</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">261,424</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">243,671</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">738,844</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(2,533,907</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(554,071</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">584,276</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">1.19</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(2.82</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.39</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.37</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total (Loss) Income</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(462,474</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">98,980</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">257,072</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(525,746</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">126,800</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">118,451</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">147,452</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">217,398</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">111,800</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">106,342</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">116,104</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">149,366</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net (Loss) Income</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(574,274</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(7,362</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">140,968</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(675,112</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net (Loss) Income per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.97</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.01</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.23</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.48</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,127,935</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(689,717</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,857,077</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">1,678,297</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">141,974</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">182,157</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">213,470</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">170,674</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">61,284</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">115,948</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">142,099</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">120,024</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,189,219</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(805,665</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,999,176</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,558,273</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.50</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.67</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.99</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.44</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(572,243</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(1,575,978</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(120,913</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">176,299</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">49,635</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">79,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">102,485</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">95,467</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">36,557</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">53,714</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">57,299</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">49,683</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(608,800</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,629,692</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(178,212</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">126,616</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.18</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(2.15</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.21</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.36</font></td> <td>&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,696,228</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">2,560,956</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(533,797</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(2,267,398</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">656,128</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">772,566</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">679,205</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">567,581</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">632,359</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">651,551</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">635,374</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">521,460</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,063,869</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,909,405</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1,169,171</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(2,788,858</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.20</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.18</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.13</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.29</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2017</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">924,694</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">10,004,367</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(8,961,538</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(5,201,741</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">594,271</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">615,698</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">714,365</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">754,279</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">594,271</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">615,698</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">608,423</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">536,977</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">330,423</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">9,388,669</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(9,569,961</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(5,738,718</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.04</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">0.91</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(1.27</font></td> <td><font style="font-size: 8pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 8pt">$</font></td> <td style="text-align: right"><font style="font-size: 8pt">(0.58</font></td> <td><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 8pt"><b>Three months ended</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>March 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>June 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><font style="font-size: 8pt"><b>December 31, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Income (Loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">3,444</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(133,431</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(80,986</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">26,092</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">18,629</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">12,096</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">10,539</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">14,207</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,414</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,010</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,911</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,770</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">2,030</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(135,441</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(82,897</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">24,322</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Income (Loss) per share</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">0.04</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1.68</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1.10</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">0.32</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>June 30, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>September 30, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three months ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>December 31, 2017</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="width: 52%; text-align: justify"><font style="font-size: 8pt">Total Loss</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(39,152</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(19,522</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(76,451</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 8pt">$</font></td> <td style="width: 9%; text-align: right"><font style="font-size: 8pt">(37,395</font></td> <td style="width: 1%"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">23,355</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">7,036</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">7,525</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 8pt">8,565</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Total Expenses, net</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,672</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,547</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,538</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">1,454</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Loss</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(40,824</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(21,069</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(77,989</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid">&#160;</td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(38,849</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><font style="font-size: 8pt">Net Loss per share</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(0.82</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(0.42</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(1.56</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1pt solid"><font style="font-size: 8pt">$</font></td> <td style="border-bottom: black 1pt solid; text-align: right"><font style="font-size: 8pt">(0.78</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 8pt">)</font></td></tr> </table> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> 0.35 0.30 0.30 0.35 0.35 0.30 0.35 0.30 0.35 0.35 0.35 0.35 0.25 0.25 0.25 0.25 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 2 2 2 2 2 4 2 2 2 2 2 4 4 2 2 2 16775018 1475004 10225004 75002 1400004 3600004 <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management has evaluated the financial statements for the year-ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 1, 2019, in CORN, SOYB, CANE, and WEAT, the Sponsor elected to invest a portion of the amount of funds required to be on deposit with the FCM as initial margin in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held in the respective Fund accounts through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>CORN:</b> On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>SOYB:</b> On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>CANE:</b> On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>WEAT:</b> On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>TAGS:</b> Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herin for the Fund.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0">On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.</p> 75002 50002 -1523286 -1136120 1474 1519 1524760 1137639 10778739 27942017 56379057 55149873 61416019 6363710 10264025 64901479 EX-101.SCH 33 tct-20181231.xsd XBRL TAXONOMY EXTENSION SCHEMA 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - STATEMENTS OF ASSETS AND LIABILITIES link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - STATEMENTS OF ASSETS AND LIABILITIES (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - SCHEDULE OF INVESTMENTS link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - SCHEDULE OF INVESTMENTS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 00000007 - Statement - STATEMENTS OF CHANGES IN NET ASSETS link:presentationLink link:calculationLink link:definitionLink 00000008 - Statement - STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - Organization and Operation link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - Principal Contracts and Agreements link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - Derivative Instruments and Hedging Activities link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - Financial Highlights link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - Quarterly Financial Data (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - Organizational and Offering Costs link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - Organization and Operation (Tables) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - Derivative Instruments and Hedging Activities (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - Financial Highlights (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - Quarterly Financial Data (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Tables) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - Organization and Operation (Details) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - Principal Contracts and Agreements (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - Summary of Significant Accounting Policies (Details) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - Summary of Significant Accounting Policies (Details 1) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - Summary of Significant Accounting Policies (Details 2) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - Summary of Significant Accounting Policies (Details 3) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - Summary of Significant Accounting Policies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - Fair Value Measurements (Details) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - Derivative Instruments and Hedging Activities (Details) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - Derivative Instruments and Hedging Activities (Details 1) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - Derivative Instruments and Hedging Activities (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Details) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - Financial Highlights (Details) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - Quarterly Financial Data (Unaudited) (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 34 tct-20181231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 35 tct-20181231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 36 tct-20181231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Legal Entity [Axis] Teucrium Commodity Trust - Combined [Member] Teucrium Corn Fund [Member] Teucrium Soybean Fund [Member] Teucrium Sugar Fund [Member] Teucrium Wheat Fund [Member] Teucrium Agricultural Fund [Member] Investment Type [Axis] Commodity Futures Contracts (Assets) [Member] Investment Secondary Categorization [Axis] ICE Sugar Futures One [Member] ICE Sugar Futures Two [Member] Commodity Futures Contracts (Liabilities) [Member] CBOT Corn Futures One [Member] CBOT Corn Futures Two [Member] CBOT Soybean Futures One [Member] CBOT Soybean Futures Two [Member] CBOT Wheat Futures One [Member] CBOT Wheat Futures Two [Member] Exchange Traded Funds [Member] Fair Value, Hierarchy [Axis] Level 1 [Member] Derivative Instrument Risk [Axis] Soybean Futures Contracts [Member] Sugar Futures Contracts [Member] Gross Amount Of Recognized Assets Or Liabilities [Member] Derivative [Axis] Net Amount Presented In the Statement Of Assets And Liabilities [Member] Futures Contracts Available for Offset [Member] Wheat Futures Contracts [Member] Corn Futures Contracts [Member] Fund Name [Axis] Counterparty Name [Axis] U.S. Bank [Member] Foreside Fund Services, LLC [Member] Wilmington Trust Company [Member] Second to Expire CBOT Corn Futures Contract [Member] Third to Expire CBOT Corn Futures Contract [Member] Third to Expire ICE Sugar Futures Contract [Member] Second to Expire ICE Sugar Futures Contract [Member] Second to Expire CBOT Soybean Futures Contract [Member] Third to Expire CBOT Soybean Futures Contract [Member] Second to Expire CBOT Wheat Futures Contract [Member] Third to Expire CBOT Wheat Futures Contract [Member] Money market funds [Member] Fidelity Institutional Money Market Funds - Government Portfolio [Member] Commercial Paper [Member] Boston Scientific Corporation [Member] Enbridge Energy Partners, L.P. [Member] Ford Motor Credit Company LLC [Member] Total Cash Equivalents [Member] CBOT Wheat Futures Three [Member] December Following The Third To Expire CBOT Corn Futures Contract [Member] November Following The Third To Expire CBOT Soybean Futures Contract [Member] March Following The Third To Expire ICE Sugar Futures Contract [Member] December Following The Third To Expire CBOT Wheat Futures Contract [Member] Corn Underlying Fund [Member] Soybean Underlying Fund [Member] Sugar Underlying Fund [Member] Wheat Underlying Fund [Member] ED&F Man [Member] Level 2 [Member] Level 3 [Member] Gross Amount Offset In The Statement Of Assets And Liabilities [Member] Collateral, Due To Broker [Member] CNH Industrial Capital LLC [Member] Enable Midstream Partners, L.P. [Member] Enable Midstream Partners, L.P. [Member] Enable Midstream Partners, L.P. [Member] Enable Midstream Partners, L.P. [Member] Enbridge Energy Partners, L.P. [Member] Energy Transfer Operating, L.P. [Member] Energy Transfer Operating, L.P. [Member] Ford Motor Credit Company LLC [Member] Ford Motor Credit Company LLC [Member] General Motors Financial Company, Inc [Member] Humana Inc. [Member] Royal Caribbean Cruises Ltd. [Member] Royal Caribbean Cruises Ltd. [Member] Blackrock FedFund - Institutional Class [Member] Canadian Natural Resources Limited [Member] E. I. du Pont de Nemours and Company [Member] Equifax Inc. [Member] Glencore Funding LLC [Member] HP Inc. [Member] Oneok, Inc. [Member] VW Credit, Inc. [Member] CBOT Soybean Futures Three [Member] Fidelity Institutional Prime Money Market Portfolio [Member] Statement [Table] Statement [Line Items] Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Filer Category Entity Emerging Growth Company Entity Small Business Entity Shell Company Entity Public Float Entity Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Assets Cash and cash equivalents Interest receivable Other assets Equity in trading accounts: Investments in securities, at fair value (cost $2,021,172 and $1,790,621 as of December 31, 2018 and December 31, 2017, respectively) Commodity futures contracts Due from broker Total equity in trading accounts Total assets Liabilities Management fee payable to Sponsor Payable for Purchases of Commercial Paper Other liabilities Equity in trading accounts: Commodity futures contracts Total liabilities Net assets Shares outstanding Net asset value per share Market value per share Investments at cost Fair Value Percentage of Net Assets Principal Amount Notional Amount Shares Investment interest rate Investment at cost Investment maturity date Number of contracts Income Realized loss on commodity futures contracts Net change in unrealized (depreciation) or appreciation on commodity futures contracts Realized loss on securities Net change in unrealized appreciation or depreciation on securities Interest income (loss) Total (loss) income Expenses Management fees Professional fees Distribution and marketing fees Custodian fees and expenses Business permits and licenses fees General and administrative expenses Brokerage commissions Other expenses Total expenses Expenses waived by the Sponsor Total expenses, net Net (loss) income Net (loss) income per share Net (loss) income per weighted average share Weighted average shares outstanding Operations Net (loss) income Capital transactions Issuance of Shares Redemption of Shares Net change in the cost of the Underlying Funds Total capital transactions Net change in net assets Net assets, beginning of period Net assets, end of period Net asset value per share at beginning of period Net asset value per share at end of period Creation of Shares Redemption of Shares Cash flows from operating activities: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Net change in unrealized appreciation or depreciation on commodity futures contracts Net change in unrealized appreciation or depreciation on securities Changes in operating assets and liabilities: Due from broker Net sale of investments in securities Interest receivable Other assets Management fee payable to Sponsor Payable for Purchases of Commercial Paper Other liabilities Net purchases and sales of investments in securities, at fair value Net cash (used in) provided by operating activities Cash flows from financing activities: Proceeds from sale of Shares Redemption of Shares Net change in cost of the Underlying Funds Net cash provided by (used in) financing activities Net change in cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash, beginning of period Cash, cash equivalents, and restricted cash end of period Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Organization and Operation Principal Contracts and Agreements Summary of Significant Accounting Policies Fair Value Measurements Derivative Instruments and Hedging Activities Financial Highlights Quarterly Financial Data (Unaudited) Organizational and Offering Costs Detail of the net assets and shares outstanding of the Funds that are a series of the Trust Subsequent Events Basis of Presentation Revenue Recognition Brokerage Commissions Income Taxes Creations and Redemptions Allocation of Shareholder Income and Losses Cash and Cash Equivalents Cash, Cash Equivalents, and Restricted Cash Payable for Purchases of Commercial Paper Due from/to Broker Calculation of Net Asset Value Payable/Receivable for Securities Purchased/Sold Sponsor Fee, Allocation of Expenses and Related Party Transactions Use of Estimates Fair Value - Definition and Hierarchy Expenses Net Income (Loss) per Share New Accounting Pronouncements Schedule of Benchmark Percentages Summary of Cash Investments Schedule of Cash, Cash Equivalents, and Restricted Cash Related Party Tansactions Expenses waived by the Sponsor Schedule of Assets and Liabilities Measured at Fair Value Schedule of Fair Value of Derivative Instruments Summary of Realized and Unrealized Gains (Losses) of the Derivative Instruments Schedule of Financial Highlights Summary of quarterly financial information Net assets and shares outstanding of the Funds Benchmark percent Underlying fund average weighting Amount of custodian fees recognized Amount of custodian fees waived by the Sponsor Amount of distribution and marketing fees recognized Amount of distribution and marketing fees waived by the Sponsor Amount of brokerage commissions recognized Amount of brokerage commissions waived by the Sponsor Amount of business permits and licenses fees recognized Amount of business permits and licenses fees waived by the Sponsor Money market funds Demand-deposit savings accounts Commercial paper contracts Promontory ICS Deposits Restricted cash Total cash, cash equivalents, and restricted cash shown on the combined statements of cash flows Recognized Related Party Transactions Waived Related Party Transactions Expenses waived Creations and Redemptions Minimum level of shares per Redemption Basket minimum level Minimum number of Redemption Baskets Cash and Cash Equivalents Sponsor Fee Allocation of Expenses and Related Party Transactions Performing accounting and financial reporting, regulatory compliance, and trading activities cost Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor Expenses waived by the Sponsor Fair Value Hierarchy and NAV [Axis] Derivative Instrument [Axis] Assets: Cash equivalents Exchange-traded funds Total Liabilities: Total Derivative assets Derivative liabilities Realized (Loss) Gain on Commodity Futures Contracts Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts Derivative Average Notional Amount Outstanding Shares Net assets including the investment in the Underlying Funds, Outstanding Shares Net Assets Net assets including the investment in the Underlying Funds Less: Investment in the Underlying Funds Net for the Fund in the combined net assets of the Trust Investment income Net realized and unrealized (loss) gain on commodity futures contracts Total net expenses Net (decrease)increase in net asset value Total Return Total expenses Total expense, net Net investment loss Summary of quarterly financial information Total Income (Loss) Total Expenses Total Expenses, net Net Income (Loss) Net Income (Loss) per share Allocation of Shareholder Income and Losses Policy. Information by annual average gross assets. Represents information pertaining to average gross assets between $250 million and $500 million. Represents information pertaining to average gross assets over dollar 1 billion. Average gross assets upto dollar five hundred million [Member] Represents information pertaining to average gross assets up to dollar 1 billion. Represents information pertaining to average gross assets up to $250 million. Represents the amount of brokerage commissions waived by the Sponsor during the period. The amount of expense provided in the period for Business permits and licenses fees incurred on or before the balance sheet date Represents the amount of business permits and licenses fees waived by the Sponsor during the period. Calculation Of Net Asset Value Policy [Policy Text Block]. Capital Transactions [Abstract] The cash inflow from the issuance of common shares net of outflow towards redemption of common shares. CBOT Corn Futures Contract expiring in the December following the expiration month of the third-to-expire contract [Member]. Information relating to cbot corn futures. Information relating to cbot corn futures. CBOT Corn Futures One [Member] Information relating to cbot corn futures. Cbot Corn Futures Three [Member] CBOT Corn Futures Two [Member] CBOT Soybean Futures Contract Expiring November Following Third to Expire Contract [Member]. CBOT Soybean Futures One [Member] Information relating to cbot soybean futures. CBOT Soybean Futures Two [Member] CBOT Wheat Futures Contract Expiring in December Following Expiration Month of Third to Expire Contract [Member]. Information relating to cbot wheat futures. Information relating to cbot wheat futures. CBOT Wheat Futures One [Member] Information relating to cbot wheat futures. Cbot Wheat Futures Three [Member] CBOT Wheat Futures Two [Member] Changes In Net Assets [Abstract] Represents information pertaining to collateral, due from broker. The number of new common units ("Shares") issued during the period. The number of common units ("Shares") redeemed during the period. Corn Futures Contracts [Member] The increase (decrease) during the reporting period in carrying cost of shares of investments. Investments Schedule [Abstract] Aggregate average notional amount specified by the derivative(s). Expressed as an absolute value. Information by type of derivative. Represents the name that identifies a derivative or group of derivatives. The total expense recognized in the period for promotion, public relations, brand and product advertising, fees paid to the Distributor, costs related to regulatory compliance activities and other costs related to the trading activities of the Fund. Represents the amount of distribution and marketing fees waived by the Sponsor during the period. Represents information pertaining to ED&amp;amp;amp;F Man Capital Markets Inc., Jefferies LLC and Newedge USA, LLC. Represents information pertaining to ED&amp;amp;amp;F Man Capital Markets Inc. The amount of net income or loss per weighted average share for the period. Aggregate amount of assets in equity in trading accounts as of the balance sheet date. ETF Teucrium Corn Fund [Member] ETF Teucrium Soybean Fund [Member] Etf Teucrium Sugar Fund [Member] ETF Teucrium Wheat Fund [Member] Exchange Traded Funds [Axis] Disclosure of accounting policy stating that expenses are recorded using the accrual method of accounting. Expenses that were waived by the sponsor during the period. Represents information pertaining to Fidelity Institutional Money Market Funds - Government Portfolio. Represents information pertaining to Fidelity Institutional Prime Money Market Portfolio. Financial Highlights [Abstract]. Disclosure relating to financial highlights of the organization. Financial Highlights [Table Text Block]. Floor Brokerage For Securities Transactions Policy [Policy Text Block] Represents information pertaining to Foreside Fund Services, LLC, the distributor for the Funds. Information by name of fund. Different name of fund held by trust. Represents information pertaining to futures contracts available for offset. Gross Amount Of Recognized Assets [Member] ICE Sugar Futures Contract Expiring in March Following Expiration Month of Third to Expire Contract [Member]. Information relating to ice sugar futures. Information relating to ice sugar futures. ICE Sugar Futures One [Member] Information relating to ice sugar futures. ICE Sugar Futures Three [Member] ICE Sugar Futures Two [Member] Balance sheet impact due to redemption of common units ("Shares") during the reporting period. Net change during the reporting period in management fee payable to sponsor. The net change during the reporting period in the aggregate amount of net assets. Represents the amount of investment in the Underlying Funds. Cash inflow from sale of common units ("Shares") during the reporting period. Represents information pertaining to Jefferies LLC. The carrying value of management fee payable to Sponsor as at the reporting date. Current market value per common unit ("share") as of the balance sheet date. The minimum level of shares per the minimum level of Redemption Baskets. Minimum number of redemption baskets Natural Gas Futures Contracts [Member]. Net Amount [Member] Net Amount Presented In The Statement Of Assets And Liabilities [Member] Net Asset Value Per Share, Changes Resulting From Expenses Net Asset Value Per Share, Changes Resulting From Gains (Losses) On Futures Contracts. Net Asset Value Per Share, Changes Resulting From Investment Income. Tabular disclosure of net assets and shares outstanding for each Fund. The entire disclosure for net assets and shares outstanding of the Funds that are a series of the Trust. Represents the amount of net assets including the investment in the Underlying Funds. Represents the number of capital units or capital shares outstanding pertaining to net assets including the investment in the Underlying Funds. Amount of net assets (liabilities) of the Fund. Carrying asset value per common unit ("share") as of the balance sheet date. Represents the net amount for the Fund in the combined net assets of the Trust. Net Investment Income (Loss) To Net Assets. Represents the amount of custody, transfer agency and administrative services fees waived by the Sponsor during the period. OperationsAbstract The entire disclosure relating to organizational and offering costs. Cash outflow towards redemption of common units ("Shares") during the reporting period. Amount of performing accounting and financial reporting, regulatory compliance, and trading activities costs incurred by the entity. Amount of performing accounting and financial reporting, regulatory compliance, and trading activities costs waived by the Sponsor. The entire disclosure for principal contracts and agreements. Cash inflow from sale of common units ("Shares") during the reporting period. Represents information pertaining to SG Americas Securities, LLC. The summary of the benchmarks for future contracts applied to NAV. Second-To-Expire CBOT Corn Futures Contract [Member]. Second to Expire CBOT Soybean Futures Contract [Member]. Second to Expire CBOT Wheat Futures Contract [Member]. Second to Expire ICE Sugar Futures Contract [Member]. Soybean Futures Contracts [Member]. Disclosure of accounting policy for sponsor fee, allocation of expenses and related party transactions. Sugar Futures Contracts [Member]. Teucrium Agricultural Fund [Member]. Teucrium Commodity Trust [Member]. Teucrium Corn Fund [Member]. Information relating to teucrium natural gas fund. Teucrium Soybean Fund [Member]. Teucrium Sugar Fund [Member]. Teucrium Wheat Fund [Member]. Information relating to teucrium wti crude oil fund. Third-To-Expire CBOT Corn Futures Contract [Member] Third to Expire Cbot Soybean Futures Contract [Member]. Third to Expire CBOT Wheat Futures Contract [Member]. Third to Expire ICE Sugar Futures Contract [Member]. Total Expenses To Net Assets. Total expenses to net assets, before expenses waived by the sponsor and reimbursement of expenses. Total expenses for the period, before expenses waived by the sponsor and reimbursement of expenses that were previously waived. Total Return. Represents information pertaining to U.S. Bank N.A., the custodian for the Funds. Underlying Fund Weighting Percentage. Weighted Average Closing Prices Benchmark, Weighting Percent. Wheat Futures Contracts [Member]. Represents information pertaining to Wilmington Trust Company, a Delaware banking corporation. WTI Crude Oil Futures Contracts [Member]. The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability. Disclosure of amounts recorded for commercial paper transactions awaiting settlement. Tabular disclosure of cash investments. Tabular disclosure of the expenses waived by the Sponsor. Amount of related party transactions waived by the Sponsor. EnableMidstreamPartnersLP1Member EnableMidstreamPartnersLP2Member EnableMidstreamPartnersLP3Member EnbridgeEnergyPartnersLP1Member EnergyTransferOperatingLP1Member FordMotorCreditCompanyLLC1Member FordMotorCreditCompanyLLC2Member RoyalCaribbeanCruisesLtd1Member Impact Of Redemption Of Common Shares Cost Of Shares For Investment Increase (Decrease) in Receivables from Brokers-Dealers and Clearing Organizations Payments for (Proceeds from) Investments Increase (Decrease) in Accrued Interest Receivable, Net Increase (Decrease) in Other Operating Assets Increase Decrease In Management Fee Payable To Sponsor Increase (Decrease) in Other Accounts Payable Increase (Decrease) in Other Operating Liabilities Payments to Acquire Investments Net Cash Provided by (Used in) Operating Activities Payments For Redemption Of Common Shares Net Cash Provided by (Used in) Financing Activities Cash and Cash Equivalents, Period Increase (Decrease) PayableForPurchasesOfCommercialPaperPolicyTextBlock Expenses [Policy Text Block] Financial and Nonfinancial Liabilities, Fair Value Disclosure EX-101.PRE 37 tct-20181231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 38 R1.htm IDEA: XBRL DOCUMENT v3.19.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Mar. 15, 2019
Jun. 30, 2018
Entity Registrant Name Teucrium Commodity Trust    
Entity Central Index Key 0001471824    
Document Type 10-K    
Document Period End Date Dec. 31, 2018    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Accelerated Filer    
Entity Emerging Growth Company false    
Entity Small Business false    
Entity Shell Company false    
Entity Public Float     $ 173,253,729
Entity Shares Outstanding   16,775,018  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2018    
Teucrium Corn Fund [Member]      
Entity Public Float     73,158,066
Entity Shares Outstanding   3,600,004  
Teucrium Sugar Fund [Member]      
Entity Public Float     14,781,030
Entity Shares Outstanding   1,400,004  
Teucrium Soybean Fund [Member]      
Entity Public Float     17,052,065
Entity Shares Outstanding   1,475,004  
Teucrium Wheat Fund [Member]      
Entity Public Float     66,671,026
Entity Shares Outstanding   10,225,004  
Teucrium Agricultural Fund [Member]      
Entity Public Float     $ 1,591,542
Entity Shares Outstanding   75,002  

XML 39 R2.htm IDEA: XBRL DOCUMENT v3.19.1
STATEMENTS OF ASSETS AND LIABILITIES - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Teucrium Commodity Trust - Combined [Member]    
Assets    
Cash and cash equivalents $ 159,250,322 $ 137,945,626
Interest receivable 113 255
Other assets 24,455 6,748
Equity in trading accounts:    
Commodity futures contracts 569,742 909,281
Due from broker 10,972,275 9,987,671
Total equity in trading accounts 11,542,017 10,896,952
Total assets 170,816,907 148,849,581
Liabilities    
Management fee payable to Sponsor 135,263 125,149
Payable for Purchases of Commercial Paper 14,951,548 0
Other liabilities 109,342 99,909
Equity in trading accounts:    
Commodity futures contracts 5,369,594 5,677,771
Total liabilities 20,565,747 5,902,829
Net assets 150,251,160 142,946,752
Teucrium Corn Fund [Member]    
Assets    
Cash and cash equivalents 58,910,133 63,139,461
Interest receivable 7 73
Other assets 6,380 2,772
Equity in trading accounts:    
Commodity futures contracts 107,363 120,487
Due from broker 3,730,196 3,703,896
Total equity in trading accounts 3,837,559 3,824,383
Total assets 62,754,079 66,966,689
Liabilities    
Management fee payable to Sponsor 51,822 55,432
Payable for Purchases of Commercial Paper 4,981,957 0
Other liabilities 43,955 47,728
Equity in trading accounts:    
Commodity futures contracts 1,297,288 1,962,050
Total liabilities 6,375,022 2,065,210
Net assets $ 56,379,057 $ 64,901,479
Shares outstanding 3,500,004 3,875,004
Net asset value per share $ 16.11 $ 16.75
Market value per share $ 16.05 $ 16.77
Teucrium Soybean Fund [Member]    
Assets    
Cash and cash equivalents $ 26,774,939 $ 9,942,185
Interest receivable 4 22
Other assets 0 1,839
Equity in trading accounts:    
Commodity futures contracts 228,400 0
Due from broker 1,022,182 789,636
Total equity in trading accounts 1,250,582 789,636
Total assets 28,025,525 10,733,682
Liabilities    
Management fee payable to Sponsor 24,973 12,111
Other liabilities 19,285 9,483
Equity in trading accounts:    
Commodity futures contracts 39,250 448,063
Total liabilities 83,508 469,657
Net assets $ 27,942,017 $ 10,264,025
Shares outstanding 1,725,004 575,004
Net asset value per share $ 16.20 $ 17.85
Market value per share $ 16.18 $ 17.88
Teucrium Sugar Fund [Member]    
Assets    
Cash and cash equivalents $ 10,261,941 $ 5,929,275
Interest receivable 90 47
Other assets 4,621 276
Equity in trading accounts:    
Commodity futures contracts 233,979 184,319
Due from broker 351,972 327,885
Total equity in trading accounts 585,951 512,204
Total assets 10,852,603 6,441,802
Liabilities    
Management fee payable to Sponsor 9,918 5,632
Other liabilities 16,290 5,327
Equity in trading accounts:    
Commodity futures contracts 47,656 67,133
Total liabilities 73,864 78,092
Net assets $ 10,778,739 $ 6,363,710
Shares outstanding 1,525,004 650,004
Net asset value per share $ 7.07 $ 9.79
Market value per share $ 7.09 $ 9.78
Teucrium Wheat Fund [Member]    
Assets    
Cash and cash equivalents $ 63,300,447 $ 58,932,231
Interest receivable 7 111
Other assets 13,454 1,861
Equity in trading accounts:    
Commodity futures contracts 0 604,475
Due from broker 5,867,925 5,166,254
Total equity in trading accounts 5,867,925 5,770,729
Total assets 69,181,833 64,704,932
Liabilities    
Management fee payable to Sponsor 48,550 51,974
Payable for Purchases of Commercial Paper 9,969,591 0
Other liabilities 28,419 36,414
Equity in trading accounts:    
Commodity futures contracts 3,985,400 3,200,525
Total liabilities 14,031,960 3,288,913
Net assets $ 55,149,873 $ 61,416,019
Shares outstanding 9,275,004 10,250,004
Net asset value per share $ 5.95 $ 5.99
Market value per share $ 5.93 $ 6.00
Teucrium Agricultural Fund [Member]    
Assets    
Cash and cash equivalents $ 2,862 $ 2,474
Interest receivable 5 2
Other assets   0
Equity in trading accounts:    
Investments in securities, at fair value (cost $2,021,172 and $1,790,621 as of December 31, 2018 and December 31, 2017, respectively) 1,523,286 1,136,120
Total assets 1,526,153 1,138,596
Liabilities    
Other liabilities 1,393 957
Equity in trading accounts:    
Net assets $ 1,524,760 $ 1,137,639
Shares outstanding 75,002 50,002
Net asset value per share $ 20.33 $ 22.75
Market value per share $ 20.53 $ 22.1
XML 40 R3.htm IDEA: XBRL DOCUMENT v3.19.1
STATEMENTS OF ASSETS AND LIABILITIES (Parenthetical) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Teucrium Agricultural Fund [Member]    
Investments at cost $ 2,021,172 $ 1,790,621
XML 41 R4.htm IDEA: XBRL DOCUMENT v3.19.1
SCHEDULE OF INVESTMENTS - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Teucrium Commodity Trust - Combined [Member] | Money market funds [Member]    
Fair Value $ 3,262 $ 3,014
Percentage of Net Assets 0.00% 0.00%
Shares 3,262  
Teucrium Commodity Trust - Combined [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Fair Value $ 3,262 $ 2,874
Percentage of Net Assets 0.00% 0.00%
Shares 3,262  
Teucrium Commodity Trust - Combined [Member] | Money market funds [Member] | Blackrock FedFund - Institutional Class [Member]    
Fair Value   $ 140
Percentage of Net Assets   0.00%
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member]    
Fair Value $ 87,348,180 $ 49,929,746
Percentage of Net Assets 58.13% 34.94%
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | CNH Industrial Capital LLC [Member]    
Fair Value $ 9,993,500  
Percentage of Net Assets 6.65%  
Principal Amount $ 10,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 2,498,056  
Percentage of Net Assets 1.66%  
Principal Amount $ 2,500,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 2,496,927  
Percentage of Net Assets 1.66%  
Principal Amount $ 2,500,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 4,996,588  
Percentage of Net Assets 3.33%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 9,951,570  
Percentage of Net Assets 6.62%  
Principal Amount $ 10,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value $ 2,498,169 $ 4,980,918
Percentage of Net Assets 1.66% 3.48%
Principal Amount $ 2,500,000 $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value $ 4,994,264  
Percentage of Net Assets 3.32%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Fair Value $ 4,998,842  
Percentage of Net Assets 3.33%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Fair Value $ 9,975,269  
Percentage of Net Assets 6.64%  
Principal Amount $ 10,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 4,999,278 $ 4,998,250
Percentage of Net Assets 3.33% 3.50%
Principal Amount $ 5,000,000 $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 4,993,744  
Percentage of Net Assets 3.32%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 2,493,050  
Percentage of Net Assets 1.66%  
Principal Amount $ 2,500,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | General Motors Financial Company, Inc [Member]    
Fair Value $ 4,976,278  
Percentage of Net Assets 3.31%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Humana Inc. [Member]    
Fair Value $ 4,983,600  
Percentage of Net Assets 3.32%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Fair Value $ 7,499,427  
Percentage of Net Assets 4.99%  
Principal Amount $ 7,500,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Fair Value $ 4,999,618  
Percentage of Net Assets 3.33%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Boston Scientific Corporation [Member]    
Fair Value $ 4,996,458  
Percentage of Net Assets 3.50%  
Principal Amount $ 5,000,000  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Canadian Natural Resources Limited [Member]    
Fair Value   $ 4,992,708
Percentage of Net Assets   3.49%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | E. I. du Pont de Nemours and Company [Member]    
Fair Value   $ 4,985,474
Percentage of Net Assets   3.49%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Equifax Inc. [Member]    
Fair Value   $ 4,999,056
Percentage of Net Assets   3.50%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Glencore Funding LLC [Member]    
Fair Value   $ 4,996,854
Percentage of Net Assets   3.50%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | HP Inc. [Member]    
Fair Value   $ 4,995,216
Percentage of Net Assets   3.49%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Oneok, Inc. [Member]    
Fair Value   $ 4,999,034
Percentage of Net Assets   3.50%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | VW Credit, Inc. [Member]    
Fair Value   $ 4,985,778
Percentage of Net Assets   3.49%
Principal Amount   $ 5,000,000
Teucrium Commodity Trust - Combined [Member] | Total Cash Equivalents [Member]    
Fair Value $ 87,351,442 $ 49,932,760
Percentage of Net Assets 58.13% 34.94%
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member]    
Fair Value $ 569,742 $ 909,281
Percentage of Net Assets 0.38% 0.63%
Notional Amount $ 36,469,024 $ 42,046,549
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Corn Futures One [Member]    
Fair Value $ 107,363 $ 120,487
Percentage of Net Assets 0.07% 0.08%
Notional Amount $ 19,724,500 $ 19,464,250
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Soybean Futures One [Member]    
Fair Value $ 228,400  
Percentage of Net Assets 0.15%  
Notional Amount $ 9,755,500  
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures One [Member]    
Fair Value $ 29,254 $ 94,539
Percentage of Net Assets 0.02% 0.07%
Notional Amount $ 3,767,456 $ 2,237,379
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures Two [Member]    
Fair Value $ 204,725 $ 89,780
Percentage of Net Assets 0.14% 0.06%
Notional Amount $ 3,221,568 $ 1,920,307
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Wheat Futures One [Member]    
Fair Value   $ 604,475
Percentage of Net Assets   0.42%
Notional Amount   $ 18,424,613
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member]    
Fair Value $ 5,369,594 $ 5,677,771
Percentage of Net Assets 3.56% 3.98%
Notional Amount $ 113,761,747 $ 100,941,011
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures One [Member]    
Fair Value $ 348,200 $ 821,825
Percentage of Net Assets 0.23% 0.57%
Notional Amount $ 16,919,475 $ 22,706,750
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures One [Member]    
Fair Value $ 35,688 $ 174,063
Percentage of Net Assets 0.02% 0.12%
Notional Amount $ 8,396,688 $ 3,606,563
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | ICE Sugar Futures One [Member]    
Fair Value $ 47,656 $ 67,133
Percentage of Net Assets 0.03% 0.05%
Notional Amount $ 3,785,096 $ 2,214,173
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures Two [Member]    
Fair Value $ 949,088 $ 1,140,225
Percentage of Net Assets 0.63% 0.80%
Notional Amount $ 19,735,875 $ 22,732,800
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Two [Member]    
Fair Value $ 3,562 $ 152,338
Percentage of Net Assets 0.00% 0.11%
Notional Amount $ 9,773,363 $ 3,064,950
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures One [Member]    
Fair Value $ 1,367,838 $ 1,182,225
Percentage of Net Assets 0.91% 0.83%
Notional Amount $ 19,296,900 $ 21,484,200
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Two [Member]    
Fair Value $ 544,812 $ 2,018,300
Percentage of Net Assets 0.36% 1.41%
Notional Amount $ 16,514,225 $ 21,521,300
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Three [Member]    
Fair Value $ 2,072,750  
Percentage of Net Assets 1.38%  
Notional Amount $ 19,340,125  
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Three [Member]    
Fair Value   $ 121,662
Percentage of Net Assets   0.09%
Notional Amount   $ 3,610,275
Teucrium Commodity Trust - Combined [Member] | Exchange Traded Funds [Member]    
Fair Value $ 1,523,286 $ 1,136,120
Percentage of Net Assets 1.02% 0.79%
Teucrium Commodity Trust - Combined [Member] | Exchange Traded Funds [Member] | Teucrium Corn Fund [Member]    
Fair Value $ 383,506 $ 287,376
Percentage of Net Assets 0.26% 0.20%
Shares 23,808 17,158
Teucrium Commodity Trust - Combined [Member] | Exchange Traded Funds [Member] | Teucrium Soybean Fund [Member]    
Fair Value $ 381,970 $ 273,664
Percentage of Net Assets 0.25% 0.19%
Shares 23,581 15,331
Teucrium Commodity Trust - Combined [Member] | Exchange Traded Funds [Member] | Teucrium Sugar Fund [Member]    
Fair Value $ 374,067 $ 289,049
Percentage of Net Assets 0.25% 0.20%
Shares 52,924 29,524
Teucrium Commodity Trust - Combined [Member] | Exchange Traded Funds [Member] | Teucrium Wheat Fund [Member]    
Fair Value $ 383,743 $ 286,031
Percentage of Net Assets 0.26% 0.20%
Shares 64,537 47,737
Teucrium Corn Fund [Member] | Money market funds [Member]    
Fair Value $ 100 $ 170
Percentage of Net Assets 0.00% 0.00%
Shares 100  
Teucrium Corn Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Fair Value $ 100 $ 100
Percentage of Net Assets 0.00% 0.00%
Shares 100 100
Teucrium Corn Fund [Member] | Money market funds [Member] | Blackrock FedFund - Institutional Class [Member]    
Fair Value   $ 70
Percentage of Net Assets   0.00%
Shares   70
Teucrium Corn Fund [Member] | Commercial Paper [Member]    
Fair Value $ 34,935,697 $ 24,964,873
Percentage of Net Assets 61.97% 38.47%
Teucrium Corn Fund [Member] | Commercial Paper [Member] | CNH Industrial Capital LLC [Member]    
Fair Value $ 4,996,750  
Percentage of Net Assets 8.86%  
Principal Amount $ 5,000,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 2,498,056  
Percentage of Net Assets 4.43%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 2,496,927  
Percentage of Net Assets 4.43%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 2,498,294  
Percentage of Net Assets 4.43%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 4,975,785  
Percentage of Net Assets 8.83%  
Principal Amount $ 5,000,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value   $ 2,490,459
Percentage of Net Assets   3.84%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Fair Value $ 2,493,817  
Percentage of Net Assets 4.42%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 2,499,639 $ 2,499,125
Percentage of Net Assets 4.43% 3.85%
Principal Amount $ 2,500,000 $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 2,496,872  
Percentage of Net Assets 4.43%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | General Motors Financial Company, Inc [Member]    
Fair Value $ 2,488,139  
Percentage of Net Assets 4.41%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Humana Inc. [Member]    
Fair Value $ 2,491,800  
Percentage of Net Assets 4.42%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Fair Value $ 2,499,809  
Percentage of Net Assets 4.44%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Fair Value $ 2,499,809  
Percentage of Net Assets 4.44%  
Principal Amount $ 2,500,000  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Boston Scientific Corporation [Member]    
Fair Value   $ 2,498,229
Percentage of Net Assets   3.85%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Canadian Natural Resources Limited [Member]    
Fair Value   $ 2,496,354
Percentage of Net Assets   3.85%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | E. I. du Pont de Nemours and Company [Member]    
Fair Value   $ 2,492,737
Percentage of Net Assets   3.84%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Equifax Inc. [Member]    
Fair Value   $ 2,499,528
Percentage of Net Assets   3.85%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Glencore Funding LLC [Member]    
Fair Value   $ 2,498,427
Percentage of Net Assets   3.85%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | HP Inc. [Member]    
Fair Value   $ 2,497,608
Percentage of Net Assets   3.85%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Oneok, Inc. [Member]    
Fair Value   $ 2,499,517
Percentage of Net Assets   3.85%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Commercial Paper [Member] | VW Credit, Inc. [Member]    
Fair Value   $ 2,492,889
Percentage of Net Assets   3.84%
Principal Amount   $ 2,500,000
Teucrium Corn Fund [Member] | Total Cash Equivalents [Member]    
Fair Value $ 34,935,797 $ 24,964,873
Percentage of Net Assets 61.97% 38.47%
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Corn Futures One [Member]    
Fair Value $ 107,363 $ 120,487
Percentage of Net Assets 0.19% 0.19%
Notional Amount $ 19,724,500 $ 19,464,250
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Liabilities) [Member]    
Fair Value $ 1,297,288 $ 1,962,050
Percentage of Net Assets 2.30% 3.03%
Notional Amount $ 36,655,350 $ 45,439,550
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures One [Member]    
Fair Value $ 348,200 $ 821,825
Percentage of Net Assets 0.62% 1.27%
Notional Amount $ 16,919,475 $ 22,706,750
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures Two [Member]    
Fair Value $ 949,088 $ 1,140,225
Percentage of Net Assets 1.68% 1.76%
Notional Amount $ 19,735,875 $ 22,732,800
Teucrium Soybean Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Fair Value $ 100 $ 100
Percentage of Net Assets 0.00% 0.00%
Shares 100 100
Teucrium Soybean Fund [Member] | Commercial Paper [Member]    
Fair Value $ 12,492,518  
Percentage of Net Assets 44.71%  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | CNH Industrial Capital LLC [Member]    
Fair Value $ 2,498,375  
Percentage of Net Assets 8.94%  
Principal Amount $ 2,500,000  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value $ 2,498,169  
Percentage of Net Assets 8.94%  
Principal Amount $ 2,500,000  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value $ 2,497,132  
Percentage of Net Assets 8.94%  
Principal Amount $ 2,500,000  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Fair Value $ 4,998,842  
Percentage of Net Assets 17.89%  
Principal Amount $ 5,000,000  
Teucrium Soybean Fund [Member] | Total Cash Equivalents [Member]    
Fair Value $ 12,492,618  
Percentage of Net Assets 44.71%  
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Soybean Futures One [Member]    
Fair Value $ 228,400  
Percentage of Net Assets 0.82%  
Notional Amount $ 9,755,500  
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member]    
Fair Value $ 39,250 $ 448,063
Percentage of Net Assets 0.14% 4.37%
Notional Amount $ 18,170,051 $ 10,281,788
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures One [Member]    
Fair Value $ 35,688 $ 174,063
Percentage of Net Assets 0.13% 1.70%
Notional Amount $ 8,396,688 $ 3,606,563
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Two [Member]    
Fair Value $ 3,562 $ 152,338
Percentage of Net Assets 0.01% 1.48%
Notional Amount $ 9,773,363 $ 3,064,950
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Three [Member]    
Fair Value   $ 121,662
Percentage of Net Assets   1.19%
Notional Amount   $ 3,610,275
Teucrium Sugar Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Fair Value $ 100 $ 100
Percentage of Net Assets 0.00% 0.00%
Shares 100 100
Teucrium Sugar Fund [Member] | Commercial Paper [Member]    
Fair Value $ 2,497,132  
Percentage of Net Assets 23.17%  
Teucrium Sugar Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value $ 2,497,132  
Percentage of Net Assets 23.17%  
Principal Amount $ 2,500,000  
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Assets) [Member]    
Fair Value $ 233,979 $ 184,319
Percentage of Net Assets 2.17% 2.90%
Notional Amount $ 6,989,024 $ 4,157,686
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures One [Member]    
Fair Value $ 29,254 $ 94,539
Percentage of Net Assets 0.27% 1.49%
Notional Amount $ 3,767,456 $ 2,237,379
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures Two [Member]    
Fair Value $ 204,725 $ 89,780
Percentage of Net Assets 1.90% 1.41%
Notional Amount $ 3,221,568 $ 1,920,307
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | ICE Sugar Futures One [Member]    
Fair Value $ 47,656 $ 67,133
Percentage of Net Assets 0.44% 1.05%
Notional Amount $ 3,785,096 $ 2,214,173
Teucrium Wheat Fund [Member] | Money market funds [Member]    
Fair Value $ 100 $ 170
Percentage of Net Assets 0.00% 0.00%
Shares 100  
Teucrium Wheat Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Fair Value $ 100 $ 100
Percentage of Net Assets 0.00% 0.00%
Shares 100 100
Teucrium Wheat Fund [Member] | Money market funds [Member] | Blackrock FedFund - Institutional Class [Member]    
Fair Value   $ 70
Percentage of Net Assets   0.00%
Shares   70
Teucrium Wheat Fund [Member] | Commercial Paper [Member]    
Fair Value $ 37,422,833 $ 24,964,873
Percentage of Net Assets 67.86% 40.66%
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | CNH Industrial Capital LLC [Member]    
Fair Value $ 2,498,375  
Percentage of Net Assets 4.53%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 2,498,294  
Percentage of Net Assets 4.53%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Fair Value $ 4,975,785  
Percentage of Net Assets 9.02%  
Principal Amount $ 5,000,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Fair Value   $ 2,490,459
Percentage of Net Assets   4.06%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Fair Value $ 7,481,452  
Percentage of Net Assets 13.57%  
Principal Amount $ 7,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 2,499,639 $ 2,499,125
Percentage of Net Assets 4.53% 4.07%
Principal Amount $ 2,500,000 $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 2,496,872  
Percentage of Net Assets 4.53%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Fair Value $ 2,493,050  
Percentage of Net Assets 4.52%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | General Motors Financial Company, Inc [Member]    
Fair Value $ 2,488,139  
Percentage of Net Assets 4.51%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Humana Inc. [Member]    
Fair Value $ 2,491,800  
Percentage of Net Assets 4.52%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Fair Value $ 4,999,618  
Percentage of Net Assets 9.07%  
Principal Amount $ 5,000,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Fair Value $ 2,499,809  
Percentage of Net Assets 4.53%  
Principal Amount $ 2,500,000  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Boston Scientific Corporation [Member]    
Fair Value   $ 2,498,229
Percentage of Net Assets   4.07%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Canadian Natural Resources Limited [Member]    
Fair Value   $ 2,496,354
Percentage of Net Assets   4.06%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | E. I. du Pont de Nemours and Company [Member]    
Fair Value   $ 2,492,737
Percentage of Net Assets   4.06%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Equifax Inc. [Member]    
Fair Value   $ 2,499,528
Percentage of Net Assets   4.07%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Glencore Funding LLC [Member]    
Fair Value   $ 2,498,427
Percentage of Net Assets   4.07%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | HP Inc. [Member]    
Fair Value   $ 2,497,608
Percentage of Net Assets   4.07%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Oneok, Inc. [Member]    
Fair Value   $ 2,499,517
Percentage of Net Assets   4.07%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | VW Credit, Inc. [Member]    
Fair Value   $ 2,492,889
Percentage of Net Assets   4.06%
Principal Amount   $ 2,500,000
Teucrium Wheat Fund [Member] | Total Cash Equivalents [Member]    
Fair Value $ 37,422,933 $ 24,965,043
Percentage of Net Assets 67.86% 40.66%
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Wheat Futures One [Member]    
Fair Value   $ 604,475
Percentage of Net Assets   0.98%
Notional Amount   $ 18,424,613
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member]    
Fair Value $ 3,985,400 $ 3,200,525
Percentage of Net Assets 7.23% 5.21%
Notional Amount $ 55,151,250 $ 43,005,500
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures One [Member]    
Fair Value $ 1,367,838 $ 1,182,225
Percentage of Net Assets 2.48% 1.92%
Notional Amount $ 19,296,900 $ 21,484,200
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Two [Member]    
Fair Value $ 544,812 $ 2,018,300
Percentage of Net Assets 0.99% 3.29%
Notional Amount $ 16,514,225 $ 21,521,300
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Three [Member]    
Fair Value $ 2,072,750  
Percentage of Net Assets 3.76%  
Notional Amount $ 19,340,125  
Teucrium Agricultural Fund [Member]    
Fair Value 1,523,286 1,136,120
Teucrium Agricultural Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Fair Value $ 2,862 $ 2,474
Percentage of Net Assets 0.19% 0.22%
Shares 2,862 2,474
Teucrium Agricultural Fund [Member] | Exchange Traded Funds [Member]    
Fair Value $ 1,523,286 $ 1,136,120
Percentage of Net Assets 1.02% 99.87%
Teucrium Agricultural Fund [Member] | Exchange Traded Funds [Member] | Teucrium Corn Fund [Member]    
Fair Value $ 383,506 $ 287,376
Percentage of Net Assets 0.26% 25.26%
Shares 23,808 17,158
Teucrium Agricultural Fund [Member] | Exchange Traded Funds [Member] | Teucrium Soybean Fund [Member]    
Fair Value $ 381,970 $ 273,664
Percentage of Net Assets 0.25% 24.06%
Shares 23,581 15,331
Teucrium Agricultural Fund [Member] | Exchange Traded Funds [Member] | Teucrium Sugar Fund [Member]    
Fair Value $ 374,067 $ 289,049
Percentage of Net Assets 0.25% 25.41%
Shares 52,924 29,524
Teucrium Agricultural Fund [Member] | Exchange Traded Funds [Member] | Teucrium Wheat Fund [Member]    
Fair Value $ 383,743 $ 286,031
Percentage of Net Assets 0.26% 25.41%
Shares 64,537 47,737
XML 42 R5.htm IDEA: XBRL DOCUMENT v3.19.1
SCHEDULE OF INVESTMENTS (Parenthetical)
12 Months Ended
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Teucrium Commodity Trust - Combined [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Investment at cost $ 3,262 $ 2,874
Teucrium Commodity Trust - Combined [Member] | Money market funds [Member] | CNH Industrial Capital LLC [Member]    
Investment interest rate 2.63%  
Investment at cost $ 9,939,333  
Investment maturity date Jan. 10, 2019  
Teucrium Commodity Trust - Combined [Member] | Money market funds [Member] | Blackrock FedFund - Institutional Class [Member]    
Investment at cost   140
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member]    
Investment at cost $ 87,092,665 $ 49,860,444
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.83%  
Investment at cost $ 2,484,445  
Investment maturity date Jan. 11, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.98%  
Investment at cost $ 2,488,528  
Investment maturity date Jan. 16, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.75%  
Investment at cost $ 4,982,938  
Investment maturity date Jan. 10, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 3.04%  
Investment at cost $ 9,924,850  
Investment maturity date Feb. 28, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate 2.96% 2.20%
Investment at cost $ 2,490,844 $ 4,976,980
Investment maturity date Jan. 10, 2019 Mar. 05, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate 2.98%  
Investment at cost $ 4,983,612  
Investment maturity date Jan. 15, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Investment interest rate 2.80%  
Investment at cost $ 4,986,486  
Investment maturity date Jan. 04, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Investment interest rate 3.10%  
Investment at cost $ 9,975,269  
Investment maturity date Jan. 31, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.63% 1.41%
Investment at cost $ 4,967,500 $ 4,982,500
Investment maturity date Jan. 03, 2019 Jan. 10, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.68%  
Investment at cost $ 4,967,612  
Investment maturity date Jan. 18, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.81%  
Investment at cost $ 2,483,783  
Investment maturity date Feb. 06, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | General Motors Financial Company, Inc [Member]    
Investment interest rate 2.83%  
Investment at cost $ 4,976,278  
Investment maturity date Mar. 05, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Humana Inc. [Member]    
Investment interest rate 2.91%  
Investment at cost $ 4,969,200  
Investment maturity date Feb. 11, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Investment interest rate 2.73%  
Investment at cost $ 7,483,063  
Investment maturity date Jan. 02, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Investment interest rate 2.77%  
Investment at cost $ 4,988,924  
Investment maturity date Jan. 02, 2019  
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Boston Scientific Corporation [Member]    
Investment interest rate   1.71%
Investment at cost   $ 4,992,208
Investment maturity date   Jan. 16, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Canadian Natural Resources Limited [Member]    
Investment interest rate   1.76%
Investment at cost   $ 4,990,034
Investment maturity date   Jan. 31, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | E. I. du Pont de Nemours and Company [Member]    
Investment interest rate   1.67%
Investment at cost   $ 4,981,556
Investment maturity date   Mar. 05, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Equifax Inc. [Member]    
Investment interest rate   1.71%
Investment at cost   $ 4,987,958
Investment maturity date   Jan. 05, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Glencore Funding LLC [Member]    
Investment interest rate   1.42%
Investment at cost   $ 4,982,496
Investment maturity date   Jan. 17, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | HP Inc. [Member]    
Investment interest rate   1.65%
Investment at cost   $ 4,992,028
Investment maturity date   Jan. 22, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | Oneok, Inc. [Member]    
Investment interest rate   1.75%
Investment at cost   $ 4,994,684
Investment maturity date   Jan. 05, 2018
Teucrium Commodity Trust - Combined [Member] | Commercial Paper [Member] | VW Credit, Inc. [Member]    
Investment interest rate   1.61%
Investment at cost   $ 4,980,000
Investment maturity date   Mar. 06, 2018
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Corn Futures One [Member]    
Number of contracts 1,030 1,060
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Soybean Futures One [Member]    
Number of contracts 218  
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures One [Member]    
Number of contracts 278 133
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures Two [Member]    
Number of contracts 235 114
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Wheat Futures One [Member]    
Number of contracts   813
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures One [Member]    
Number of contracts 866 1,265
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures One [Member]    
Number of contracts 185 75
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | ICE Sugar Futures One [Member]    
Number of contracts 257 126
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures Two [Member]    
Number of contracts 993 1,184
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Two [Member]    
Number of contracts 209 63
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures One [Member]    
Number of contracts 756 976
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Two [Member]    
Number of contracts 637 893
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Three [Member]    
Number of contracts 713  
Teucrium Commodity Trust - Combined [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Three [Member]    
Number of contracts   74
Teucrium Commodity Trust - Combined [Member] | Exchange Traded Funds [Member]    
Investment at cost $ 2,021,172 $ 1,790,621
Teucrium Corn Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Investment at cost $ 100 100
Teucrium Corn Fund [Member] | Money market funds [Member] | CNH Industrial Capital LLC [Member]    
Investment interest rate 2.62%  
Investment at cost $ 4,969,667  
Investment maturity date Jan. 10, 2019  
Teucrium Corn Fund [Member] | Money market funds [Member] | Blackrock FedFund - Institutional Class [Member]    
Investment at cost   70
Teucrium Corn Fund [Member] | Commercial Paper [Member]    
Investment at cost $ 34,819,462 $ 24,930,222
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.83%  
Investment at cost $ 2,484,445  
Investment maturity date Jan. 11, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.98%  
Investment at cost $ 2,488,528  
Investment maturity date Jan. 16, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.75%  
Investment at cost $ 2,491,469  
Investment maturity date Jan. 10, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 3.04%  
Investment at cost $ 4,962,425  
Investment maturity date Feb. 28, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate   2.20%
Investment at cost   $ 2,488,490
Investment maturity date   Mar. 05, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Investment interest rate 3.10%  
Investment at cost $ 2,493,817  
Investment maturity date Jan. 31, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.63% 1.41%
Investment at cost $ 2,483,750 $ 2,491,248
Investment maturity date Jan. 03, 2019 Jan. 17, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.68%  
Investment at cost $ 2,483,806  
Investment maturity date Jan. 18, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | General Motors Financial Company, Inc [Member]    
Investment interest rate 2.83%  
Investment at cost $ 2,488,139  
Investment maturity date Mar. 05, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Humana Inc. [Member]    
Investment interest rate 2.91%  
Investment at cost $ 2,484,600  
Investment maturity date Feb. 11, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Investment interest rate 2.73%  
Investment at cost $ 2,494,354  
Investment maturity date Jan. 02, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Investment interest rate 2.77%  
Investment at cost $ 2,494,462  
Investment maturity date Jan. 02, 2019  
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Boston Scientific Corporation [Member]    
Investment interest rate   1.71%
Investment at cost   $ 2,496,104
Investment maturity date   Jan. 16, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Canadian Natural Resources Limited [Member]    
Investment interest rate   1.76%
Investment at cost   $ 2,495,017
Investment maturity date   Jan. 31, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | E. I. du Pont de Nemours and Company [Member]    
Investment interest rate   1.67%
Investment at cost   $ 2,490,778
Investment maturity date   Mar. 05, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Equifax Inc. [Member]    
Investment interest rate   1.71%
Investment at cost   $ 2,493,979
Investment maturity date   Jan. 05, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Glencore Funding LLC [Member]    
Investment interest rate   1.42%
Investment at cost   $ 2,491,248
Investment maturity date   Jan. 17, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | HP Inc. [Member]    
Investment interest rate   1.65%
Investment at cost   $ 2,496,014
Investment maturity date   Jan. 22, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | Oneok, Inc. [Member]    
Investment interest rate   1.75%
Investment at cost   $ 2,496,014
Investment maturity date   Jan. 22, 2018
Teucrium Corn Fund [Member] | Commercial Paper [Member] | VW Credit, Inc. [Member]    
Investment interest rate   1.61%
Investment at cost   $ 2,490,000
Investment maturity date   Mar. 06, 2018
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Corn Futures One [Member]    
Number of contracts 1,030 1,060
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures One [Member]    
Number of contracts 866 1,265
Teucrium Corn Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Corn Futures Two [Member]    
Number of contracts 993 1,184
Teucrium Soybean Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Investment at cost $ 100  
Teucrium Soybean Fund [Member] | Commercial Paper [Member]    
Investment at cost $ 12,453,969  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | CNH Industrial Capital LLC [Member]    
Investment interest rate 2.63%  
Investment at cost $ 2,484,833  
Investment maturity date Jan. 10, 2019  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate 2.96%  
Investment at cost $ 2,490,844  
Investment maturity date Jan. 10, 2019  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate 2.98%  
Investment at cost $ 2,491,806  
Investment maturity date Jan. 15, 2019  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Investment interest rate 2.80%  
Investment at cost $ 4,986,486  
Investment maturity date Jan. 04, 2019  
Teucrium Soybean Fund [Member] | Commercial Paper [Member] | Fidelity Institutional Prime Money Market Portfolio [Member]    
Investment at cost   $ 100
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Soybean Futures One [Member]    
Number of contracts 218  
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures One [Member]    
Number of contracts 185 75
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Two [Member]    
Number of contracts 209 63
Teucrium Soybean Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Soybean Futures Three [Member]    
Number of contracts   74
Teucrium Sugar Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Investment at cost $ 100 $ 100
Teucrium Sugar Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate 2.98%  
Investment at cost $ 2,491,806  
Investment maturity date Jan. 15, 2019  
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures One [Member]    
Number of contracts 278 133
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Assets) [Member] | ICE Sugar Futures Two [Member]    
Number of contracts 235 114
Teucrium Sugar Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | ICE Sugar Futures One [Member]    
Number of contracts 257 126
Teucrium Wheat Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Investment at cost $ 100 $ 100
Teucrium Wheat Fund [Member] | Money market funds [Member] | Blackrock FedFund - Institutional Class [Member]    
Investment at cost   70
Teucrium Wheat Fund [Member] | Commercial Paper [Member]    
Investment at cost $ 37,327,428 $ 24,930,222
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | CNH Industrial Capital LLC [Member]    
Investment interest rate 2.62%  
Investment at cost $ 2,484,833  
Investment maturity date Jan. 10, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 2.75%  
Investment at cost $ 2,491,469  
Investment maturity date Jan. 10, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Enable Midstream Partners, L.P. [Member]    
Investment interest rate 3.04%  
Investment at cost $ 4,962,425  
Investment maturity date Feb. 28, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Enbridge Energy Partners, L.P. [Member]    
Investment interest rate   2.20%
Investment at cost   $ 2,488,490
Investment maturity date   Mar. 05, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Energy Transfer Operating, L.P. [Member]    
Investment interest rate 3.10%  
Investment at cost $ 7,481,452  
Investment maturity date Jan. 31, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.63% 1.41%
Investment at cost $ 2,483,750 $ 2,491,250
Investment maturity date Jan. 03, 2019 Jan. 10, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.68%  
Investment at cost $ 2,483,806  
Investment maturity date Jan. 18, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Ford Motor Credit Company LLC [Member]    
Investment interest rate 2.81%  
Investment at cost $ 2,483,783  
Investment maturity date Feb. 06, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | General Motors Financial Company, Inc [Member]    
Investment interest rate 2.83%  
Investment at cost $ 2,488,139  
Investment maturity date Mar. 05, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Humana Inc. [Member]    
Investment interest rate 2.91%  
Investment at cost $ 2,484,600  
Investment maturity date Feb. 11, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Investment interest rate 2.73%  
Investment at cost $ 4,988,709  
Investment maturity date Jan. 02, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Royal Caribbean Cruises Ltd. [Member]    
Investment interest rate 2.77%  
Investment at cost $ 2,494,462  
Investment maturity date Jan. 02, 2019  
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Boston Scientific Corporation [Member]    
Investment interest rate   1.71%
Investment at cost   $ 2,496,104
Investment maturity date   Jan. 16, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Canadian Natural Resources Limited [Member]    
Investment interest rate   1.76%
Investment at cost   $ 2,495,017
Investment maturity date   Jan. 31, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | E. I. du Pont de Nemours and Company [Member]    
Investment interest rate   1.67%
Investment at cost   $ 2,490,778
Investment maturity date   Mar. 05, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Equifax Inc. [Member]    
Investment interest rate   1.71%
Investment at cost   $ 2,493,979
Investment maturity date   Jan. 05, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Glencore Funding LLC [Member]    
Investment interest rate   1.42%
Investment at cost   $ 2,491,248
Investment maturity date   Jan. 17, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | HP Inc. [Member]    
Investment interest rate   1.65%
Investment at cost   $ 2,496,014
Investment maturity date   Jan. 22, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | Oneok, Inc. [Member]    
Investment interest rate   1.75%
Investment at cost   $ 2,497,342
Investment maturity date   Jan. 05, 2018
Teucrium Wheat Fund [Member] | Commercial Paper [Member] | VW Credit, Inc. [Member]    
Investment interest rate   1.61%
Investment at cost   $ 2,490,000
Investment maturity date   Mar. 06, 2018
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Assets) [Member] | CBOT Wheat Futures One [Member]    
Number of contracts   813
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures One [Member]    
Number of contracts 756 976
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Two [Member]    
Number of contracts 637 893
Teucrium Wheat Fund [Member] | Commodity Futures Contracts (Liabilities) [Member] | CBOT Wheat Futures Three [Member]    
Number of contracts 713  
Teucrium Agricultural Fund [Member]    
Investment at cost $ 2,021,172 $ 1,790,621
Teucrium Agricultural Fund [Member] | Money market funds [Member] | Fidelity Institutional Money Market Funds - Government Portfolio [Member]    
Investment at cost 2,862 2,474
Teucrium Agricultural Fund [Member] | Exchange Traded Funds [Member]    
Investment at cost $ 2,021,172 $ 1,790,621
XML 43 R6.htm IDEA: XBRL DOCUMENT v3.19.1
STATEMENTS OF OPERATIONS - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Income      
Realized loss on commodity futures contracts $ (4,923,623) $ (13,335,506) $ (16,163,531)
Net change in unrealized (depreciation) or appreciation on commodity futures contracts (31,362) 414,818 508,136
Interest income (loss) 3,533,687 1,755,765 725,493
Total (loss) income (1,421,298) (11,164,923) (14,929,902)
Expenses      
Management fees 1,687,082 1,540,701 1,309,046
Professional fees 1,589,673 1,476,719 1,540,639
Distribution and marketing fees 3,073,481 2,598,296 2,287,894
Custodian fees and expenses 350,361 346,295 359,937
Business permits and licenses fees 115,126 93,026 104,956
General and administrative expenses 281,007 273,423 286,251
Brokerage commissions 194,554 158,207 155,345
Other expenses 120,697 94,051 102,591
Total expenses 7,411,981 6,580,718 6,146,659
Expenses waived by the Sponsor (1,227,430) (1,028,899) (838,015)
Total expenses, net 6,184,551 5,551,819 5,308,644
Net (loss) income (7,605,849) (16,716,742) (20,238,546)
Teucrium Corn Fund [Member]      
Income      
Realized loss on commodity futures contracts (3,025,313) (5,603,513) (9,438,913)
Net change in unrealized (depreciation) or appreciation on commodity futures contracts 651,638 (380,763) 2,447,750
Interest income (loss) 1,480,822 778,560 396,679
Total (loss) income (892,853) (5,205,716) (6,594,484)
Expenses      
Management fees 704,004 682,674 719,183
Professional fees 540,101 633,381 1,049,134
Distribution and marketing fees 1,164,066 1,177,003 1,160,864
Custodian fees and expenses 127,477 153,987 183,452
Business permits and licenses fees 22,661 25,251 16,887
General and administrative expenses 108,248 125,534 142,932
Brokerage commissions 91,065 79,700 96,725
Other expenses 43,739 41,406 42,739
Total expenses 2,801,361 2,918,936 3,411,916
Expenses waived by the Sponsor (280,817) (409,562) (442,333)
Total expenses, net 2,520,544 2,509,374 2,969,583
Net (loss) income $ (3,413,397) $ (7,715,090) $ (9,564,067)
Net (loss) income per share $ (0.64) $ (2.02) $ (2.47)
Net (loss) income per weighted average share $ (0.82) $ (2.08) $ (2.66)
Weighted average shares outstanding 4,169,662 3,714,045 3,598,843
Teucrium Soybean Fund [Member]      
Income      
Realized loss on commodity futures contracts $ (2,085,438) $ 8,425 $ 939,088
Net change in unrealized (depreciation) or appreciation on commodity futures contracts 637,213 (793,538) 567,962
Interest income (loss) 460,170 152,945 65,157
Total (loss) income (988,055) (632,168) 1,572,207
Expenses      
Management fees 212,287 133,058 118,439
Professional fees 271,612 179,081 113,387
Distribution and marketing fees 516,337 209,915 218,086
Custodian fees and expenses 60,879 28,109 34,515
Business permits and licenses fees 30,179 17,505 18,288
General and administrative expenses 42,615 24,282 32,260
Brokerage commissions 15,780 8,462 1,507
Other expenses 21,704 9,689 10,111
Total expenses 1,171,393 610,101 546,593
Expenses waived by the Sponsor (394,591) (126,489) (68,914)
Total expenses, net 776,802 483,612 477,679
Net (loss) income $ (1,764,857) $ (1,115,780) $ 1,094,528
Net (loss) income per share $ (1.65) $ (1.23) $ 1.74
Net (loss) income per weighted average share $ (1.40) $ (1.55) $ 1.76
Weighted average shares outstanding 1,261,579 717,607 623,023
Teucrium Sugar Fund [Member]      
Income      
Realized loss on commodity futures contracts $ (2,314,984) $ (2,435,305) $ 1,967,694
Net change in unrealized (depreciation) or appreciation on commodity futures contracts 69,137 263,581 (510,451)
Interest income (loss) 249,417 78,889 32,048
Total (loss) income (1,996,430) (2,092,835) 1,489,291
Expenses      
Management fees 122,198 70,762 56,277
Professional fees 186,127 63,308 46,951
Distribution and marketing fees 277,033 126,152 115,498
Custodian fees and expenses 33,901 19,038 18,575
Business permits and licenses fees 29,289 17,342 18,524
General and administrative expenses 24,228 14,512 17,542
Brokerage commissions 24,030 10,525 8,681
Other expenses 11,470 4,948 6,261
Total expenses 708,276 326,587 288,309
Expenses waived by the Sponsor (268,920) (129,334) (148,281)
Total expenses, net 439,356 197,253 140,028
Net (loss) income $ (2,435,786) $ (2,290,088) $ 1,349,263
Net (loss) income per share $ (2.72) $ (3.18) $ 2.95
Net (loss) income per weighted average share $ (1.50) $ (3.40) $ 2.66
Weighted average shares outstanding 1,620,415 674,456 507,654
Teucrium Wheat Fund [Member]      
Income      
Realized loss on commodity futures contracts $ 2,502,112 $ (5,305,113) $ (9,631,400)
Net change in unrealized (depreciation) or appreciation on commodity futures contracts (1,389,350) 1,325,538 (1,997,125)
Interest income (loss) 1,343,227 745,357 231,598
Total (loss) income 2,455,989 (3,234,218) (11,396,927)
Expenses      
Management fees 648,593 654,207 415,147
Professional fees 575,124 585,774 319,007
Distribution and marketing fees 1,094,984 1,070,569 777,708
Custodian fees and expenses 125,550 143,071 120,829
Business permits and licenses fees 20,759 20,733 39,116
General and administrative expenses 103,842 107,357 91,644
Brokerage commissions 63,679 59,520 48,209
Other expenses 42,950 37,382 42,922
Total expenses 2,675,481 2,678,613 1,854,582
Expenses waived by the Sponsor (234,736) (323,244) (140,028)
Total expenses, net 2,440,745 2,355,369 1,714,554
Net (loss) income $ 15,244 $ (5,589,587) $ (13,111,481)
Net (loss) income per share $ (0.04) $ (0.90) $ (2.26)
Net (loss) income per weighted average share $ 0.00 $ (0.58) $ (2.45)
Weighted average shares outstanding 10,111,031 9,594,936 5,340,851
Teucrium Agricultural Fund [Member]      
Income      
Realized loss on securities $ (341,548) $ (238,398) $ (87,644)
Net change in unrealized appreciation or depreciation on securities 156,615 65,864 81,413
Interest income (loss) 51 14 11
Total (loss) income (184,882) (172,520) (6,220)
Expenses      
Professional fees 16,709 15,175 12,160
Distribution and marketing fees 21,061 14,657 15,738
Custodian fees and expenses 2,554 2,090 2,566
Business permits and licenses fees 12,238 12,195 12,141
General and administrative expenses 2,074 1,739 1,873
Brokerage commissions 0 0 223
Other expenses 834 625 558
Total expenses 55,470 46,481 45,259
Expenses waived by the Sponsor (48,366) (40,270) (38,459)
Total expenses, net 7,104 6,211 6,800
Net (loss) income $ (191,986) $ (178,731) $ (13,020)
Net (loss) income per share $ (2.42) $ (3.58) $ (0.26)
Net (loss) income per weighted average share $ (2.82) $ (3.57) $ (0.26)
Weighted average shares outstanding 68,153 50,002 50,002
XML 44 R7.htm IDEA: XBRL DOCUMENT v3.19.1
STATEMENTS OF CHANGES IN NET ASSETS - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Dec. 31, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]              
Operations              
Net (loss) income         $ (7,605,849) $ (16,716,742) $ (20,238,546)
Capital transactions              
Issuance of Shares         85,028,352 91,549,498 121,278,251
Redemption of Shares         (69,545,996) (85,848,091) (46,688,821)
Net change in the cost of the Underlying Funds         (572,099) 4,900 4,816
Total capital transactions         14,910,257 5,706,307 74,594,246
Net change in net assets         7,304,408 (11,010,435) 54,355,700
Net assets, beginning of period   $ 142,946,752   $ 153,957,187 142,946,752 153,957,187 99,601,487
Net assets, end of period $ 150,251,160   $ 142,946,752   150,251,160 142,946,752 153,957,187
Teucrium Corn Fund [Member]              
Operations              
Net (loss) income 1,210,330 4,877,008 (3,278,582) 679,730 (3,413,397) (7,715,090) (9,564,067)
Capital transactions              
Issuance of Shares         26,460,193 25,173,968 57,591,933
Redemption of Shares         (31,569,218) (25,770,940) (35,870,548)
Total capital transactions         (5,109,025) (596,972) 21,721,385
Net change in net assets         (8,522,422) (8,312,062) 12,157,318
Net assets, beginning of period   $ 64,901,479   $ 73,213,541 64,901,479 73,213,541 61,056,223
Net assets, end of period $ 56,379,057   $ 64,901,479   $ 56,379,057 $ 64,901,479 $ 73,213,541
Net asset value per share at beginning of period   $ 16.75   $ 18.77 $ 16.75 $ 18.77 $ 21.24
Net asset value per share at end of period $ 16.11   $ 16.75   $ 16.11 $ 16.75 $ 18.77
Creation of Shares         1,525,000 1,325,000 2,875,000
Redemption of Shares         1,900,000 1,350,000 1,850,000
Teucrium Soybean Fund [Member]              
Operations              
Net (loss) income $ 584,276 $ 738,844 $ (675,112) $ (574,274) $ (1,764,857) $ (1,115,780) $ 1,094,528
Capital transactions              
Issuance of Shares         26,403,162 20,374,923 9,190,140
Redemption of Shares         (6,960,313) (21,877,218) (3,905,120)
Total capital transactions         19,442,849 (1,502,295) 5,285,020
Net change in net assets         17,677,992 (2,618,075) 6,379,548
Net assets, beginning of period   $ 10,264,025   $ 12,882,100 10,264,025 12,882,100 6,502,552
Net assets, end of period $ 27,942,017   $ 10,264,025   $ 27,942,017 $ 10,264,025 $ 12,882,100
Net asset value per share at beginning of period   $ 17.85   $ 19.08 $ 17.85 $ 19.08 $ 17.34
Net asset value per share at end of period $ 16.20   $ 17.85   $ 16.20 $ 17.85 $ 19.08
Creation of Shares         1,575,000 1,100,000 500,000
Redemption of Shares         425,000 1,200,000 200,000
Teucrium Sugar Fund [Member]              
Operations              
Net (loss) income $ 1,558,273 $ (1,189,219) $ 126,616 $ (608,800) $ (2,435,786) $ (2,290,088) $ 1,349,263
Capital transactions              
Issuance of Shares         18,588,300 10,190,950 2,805,578
Redemption of Shares         (11,737,485) (7,051,123) (4,149,533)
Total capital transactions         6,850,815 3,139,827 (1,343,955)
Net change in net assets         4,415,029 849,739 5,308
Net assets, beginning of period   $ 6,363,710   $ 5,513,971 6,363,710 5,513,971 5,508,663
Net assets, end of period $ 10,778,739   $ 6,363,710   $ 10,778,739 $ 6,363,710 $ 5,513,971
Net asset value per share at beginning of period   $ 9.79   $ 12.97 $ 9.79 $ 12.97 $ 10.02
Net asset value per share at end of period $ 7.07   $ 9.79   $ 7.07 $ 9.79 $ 12.97
Creation of Shares         2,450,000 925,000 250,000
Redemption of Shares         1,575,000 700,000 375,000
Teucrium Wheat Fund [Member]              
Operations              
Net (loss) income $ (2,788,858) $ 2,063,869 $ (5,738,718) $ 330,423 $ 15,244 $ (5,589,587) $ (13,111,481)
Capital transactions              
Issuance of Shares         12,997,590 35,809,657 51,690,600
Redemption of Shares         (19,278,980) (31,148,810) (2,763,620)
Total capital transactions         (6,281,390) 4,660,847 48,926,980
Net change in net assets         (6,266,146) (928,740) 35,815,499
Net assets, beginning of period   $ 61,416,019   $ 62,344,759 61,416,019 62,344,759 26,529,260
Net assets, end of period $ 55,149,873   $ 61,416,019   $ 55,149,873 $ 61,416,019 $ 62,344,759
Net asset value per share at beginning of period   $ 5.99   $ 6.89 $ 5.99 $ 6.89 $ 9.15
Net asset value per share at end of period $ 5.95   $ 5.99   $ 5.95 $ 5.99 $ 6.89
Creation of Shares         2,000,000 5,375,000 6,475,000
Redemption of Shares         2,975,000 4,175,000 325,000
Teucrium Agricultural Fund [Member]              
Operations              
Net (loss) income $ 24,322 $ 2,030 $ (38,849) $ (40,824) $ (191,986) $ (178,731) $ (13,020)
Capital transactions              
Issuance of Shares         579,107 0 0
Total capital transactions         579,107 0 0
Net change in net assets         387,121 (178,731) (13,020)
Net assets, beginning of period   $ 1,137,639   $ 1,316,370 1,137,639 1,316,370 1,329,390
Net assets, end of period $ 1,524,760   $ 1,137,639   $ 1,524,760 $ 1,137,639 $ 1,316,370
Net asset value per share at beginning of period   $ 22.75   $ 26.33 $ 22.75 $ 26.33 $ 26.59
Net asset value per share at end of period $ 20.33   $ 22.75   $ 20.33 $ 22.75 $ 26.33
Creation of Shares         25,000 0 0
Redemption of Shares         0 0 0
XML 45 R8.htm IDEA: XBRL DOCUMENT v3.19.1
STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Cash flows from operating activities:      
Net (loss) income $ (7,605,849) $ (16,716,742) $ (20,238,546)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Net change in unrealized appreciation or depreciation on commodity futures contracts 31,362 (414,818) (508,136)
Changes in operating assets and liabilities:      
Due from broker (984,604) 3,794,945 (1,992,193)
Interest receivable 142 453 68
Other assets (17,707) 20,387 696,315
Management fee payable to Sponsor 10,114 (4,052) 46,338
Payable for Purchases of Commercial Paper 14,951,548 0 0
Other liabilities 9,433 83,993 7,767
Net cash (used in) provided by operating activities 6,394,439 (13,235,834) (21,988,387)
Cash flows from financing activities:      
Proceeds from sale of Shares 85,028,352 91,549,498 121,278,251
Redemption of Shares (69,545,996) (85,848,091) (46,688,821)
Net change in cost of the Underlying Funds (572,099) 4,900 4,816
Net cash provided by (used in) financing activities 14,910,257 5,706,307 74,594,246
Net change in cash, cash equivalents, and restricted cash 21,304,696 (7,529,527) 52,605,859
Cash, cash equivalents, and restricted cash, beginning of period 137,945,626 145,475,153 92,869,294
Cash, cash equivalents, and restricted cash end of period 159,250,322 137,945,626 145,475,153
Cash and cash equivalents, beginning of period 137,945,626 145,323,469 92,561,610
Cash and cash equivalents, end of period 159,250,322 137,945,626 145,323,469
Teucrium Corn Fund [Member]      
Cash flows from operating activities:      
Net (loss) income (3,413,397) (7,715,090) (9,564,067)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Net change in unrealized appreciation or depreciation on commodity futures contracts (651,638) 380,763 (2,447,750)
Changes in operating assets and liabilities:      
Due from broker (26,300) 1,960,760 1,741,282
Interest receivable 66 266 40
Other assets (3,608) 7,679 494,901
Management fee payable to Sponsor (3,610) (9,733) 11,436
Payable for Purchases of Commercial Paper 4,981,957 0 0
Other liabilities (3,773) 39,504 4,968
Net cash (used in) provided by operating activities 879,697 (5,335,851) (9,759,190)
Cash flows from financing activities:      
Proceeds from sale of Shares 26,460,193 25,173,968 57,591,933
Redemption of Shares (31,569,218) (25,770,940) (35,870,548)
Net cash provided by (used in) financing activities (5,109,025) (596,972) 21,721,385
Net change in cash, cash equivalents, and restricted cash (4,229,328) (5,932,823) 11,962,195
Cash and cash equivalents, beginning of period 63,139,461 69,072,284 57,110,089
Cash and cash equivalents, end of period 58,910,133 63,139,461 69,072,284
Teucrium Soybean Fund [Member]      
Cash flows from operating activities:      
Net (loss) income (1,764,857) (1,115,780) 1,094,528
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Net change in unrealized appreciation or depreciation on commodity futures contracts (637,213) 793,538 (567,962)
Changes in operating assets and liabilities:      
Due from broker (232,546) (618,663) 433,693
Interest receivable 18 16 13
Other assets 1,839 2,265 45,514
Management fee payable to Sponsor 12,862 220 5,983
Other liabilities 9,802 4,885 770
Net cash (used in) provided by operating activities (2,610,095) (933,519) 1,012,539
Cash flows from financing activities:      
Proceeds from sale of Shares 26,403,162 20,374,923 9,190,140
Redemption of Shares (6,960,313) (21,877,218) (3,905,120)
Net cash provided by (used in) financing activities 19,442,849 (1,502,295) 5,285,020
Net change in cash, cash equivalents, and restricted cash 16,832,754 (2,435,814) 6,297,559
Cash, cash equivalents, and restricted cash, beginning of period 9,942,185 12,377,999 6,080,440
Cash, cash equivalents, and restricted cash end of period 26,774,939 9,942,185 12,377,999
Cash and cash equivalents, beginning of period 9,942,185 12,300,383 5,937,824
Cash and cash equivalents, end of period 26,774,939 9,942,185 12,300,383
Teucrium Sugar Fund [Member]      
Cash flows from operating activities:      
Net (loss) income (2,435,786) (2,290,088) 1,349,263
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Net change in unrealized appreciation or depreciation on commodity futures contracts (69,137) (263,581) 510,451
Changes in operating assets and liabilities:      
Due from broker (24,087) 237,396 (506,850)
Interest receivable (43) 4 (2)
Other assets (4,345) 4,159 7,507
Management fee payable to Sponsor 4,286 5,632 0
Other liabilities 10,963 5,327 (1,063)
Net cash (used in) provided by operating activities (2,518,149) (2,301,151) 1,359,306
Cash flows from financing activities:      
Proceeds from sale of Shares 18,588,300 10,190,950 2,805,578
Redemption of Shares (11,737,485) (7,051,123) (4,149,533)
Net cash provided by (used in) financing activities 6,850,815 3,139,827 (1,343,955)
Net change in cash, cash equivalents, and restricted cash 4,332,666 838,676 15,351
Cash, cash equivalents, and restricted cash, beginning of period 5,929,275 5,090,599 5,075,248
Cash, cash equivalents, and restricted cash end of period 10,261,941 5,929,275 5,090,599
Cash and cash equivalents, beginning of period 5,929,275 5,016,531 4,932,791
Cash and cash equivalents, end of period 10,261,941 5,929,275 5,016,531
Teucrium Wheat Fund [Member]      
Cash flows from operating activities:      
Net (loss) income 15,244 (5,589,587) (13,111,481)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Net change in unrealized appreciation or depreciation on commodity futures contracts 1,389,350 (1,325,538) 1,997,125
Changes in operating assets and liabilities:      
Due from broker (701,671) 2,215,452 (3,660,318)
Interest receivable 104 168 17
Other assets (11,593) 5,776 145,927
Management fee payable to Sponsor (3,424) (171) 28,919
Payable for Purchases of Commercial Paper 9,969,591 0 0
Other liabilities (7,995) 33,373 3,041
Net cash (used in) provided by operating activities 10,649,606 (4,660,527) (14,596,770)
Cash flows from financing activities:      
Proceeds from sale of Shares 12,997,590 35,809,657 51,690,600
Redemption of Shares (19,278,980) (31,148,810) (2,763,620)
Net cash provided by (used in) financing activities (6,281,390) 4,660,847 48,926,980
Net change in cash, cash equivalents, and restricted cash 4,368,216 320 34,330,210
Cash, cash equivalents, and restricted cash, beginning of period 58,932,231 58,931,911 24,601,701
Cash, cash equivalents, and restricted cash end of period 63,300,447 58,932,231 58,931,911
Cash and cash equivalents, beginning of period 58,932,231 58,931,911 24,601,701
Cash and cash equivalents, end of period 63,300,447 58,932,231 58,931,911
Teucrium Agricultural Fund [Member]      
Cash flows from operating activities:      
Net (loss) income (191,986) (178,731) (13,020)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Net change in unrealized appreciation or depreciation on securities (156,615) (65,864) (81,413)
Changes in operating assets and liabilities:      
Net sale of investments in securities (230,551) 243,298 92,460
Interest receivable (3) (1) (1)
Other assets 0 508 2,466
Other liabilities 436 904 53
Net cash (used in) provided by operating activities (578,719) 114 545
Cash flows from financing activities:      
Proceeds from sale of Shares 579,107 0 0
Net cash provided by (used in) financing activities 579,107 0 0
Net change in cash, cash equivalents, and restricted cash 388 114 545
Cash and cash equivalents, beginning of period 2,474 2,360 1,815
Cash and cash equivalents, end of period $ 2,862 $ 2,474 $ 2,360
XML 46 R9.htm IDEA: XBRL DOCUMENT v3.19.1
Organization and Operation
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Organization and Operation

Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund. Effective as of April 16, 2018, the Trust and the Funds operate pursuant to the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).

 

On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.

 

On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 30, 2018. The registration statements for SOYB and CANE registered an additional 5,000,000 shares each. The current registration statement for WEAT was declared effective on July 15, 2016. This registration statement for WEAT registered an additional 24,050,000 shares.

 

On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012. The current registration statement for TAGS was declared effective by the SEC on April 30, 2018.

 

The Sponsor is a member of the National Futures Association (the "NFA") and became a commodity pool operator ("CPO") registered with the Commodity Futures Trading Commission (the "CFTC") effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.

 

The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10K filing. In general, the investment objective of each Fund is to have the daily changes in percentage terms of its Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified for that Fund. The investment objective of TAGS is to have the daily changes in percentage terms of 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: CORN, WEAT, SOYB, and CANE (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced to maintain the approximate 25% allocation to each Underlying Fund.

 

Subject to the terms of the Trust Agreement, Teucrium Trading, LLC in its capacity as the Sponsor (“Sponsor”) may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Teucrium Corn Fund [Member]  
Organization and Operation

Teucrium Corn Fund (referred to herein as “CORN,” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

 

The investment objective of CORN is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):

CORN Benchmark

 

CBOT Corn Futures Contract Weighting
Second to expire 35%
Third to expire 30%
December following the third to expire 35%

 

The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the "NFA") and became a commodity pool operator ("CPO") registered with the Commodity Futures Trading Commission (the "CFTC") effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.

 

On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 29, 2016.

 

Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

Teucrium Soybean Fund [Member]  
Organization and Operation

Teucrium Soybean Fund (referred to herein as “SOYB” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “SOYB,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for soybean interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

 

The investment objective of SOYB is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybeans Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):

SOYB Benchmark

 

              CBOT Soybeans Futures Contract Weighting
Second to expire (excluding August & September) 35%
Third to expire (excluding August & September) 30%
Expiring in the November following the expiration of the third-to-expire contract 35%

 

The fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.

 

On June 17, 2011, the initial Form S-1 for SOYB was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011, SOYB started trading on the NYSE Arca. The current registration statements for SOYB was declared effective by the SEC on April 30, 2018. The registration statements for SOYB registered an additional 5,000,000 shares.

 

Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Teucrium Sugar Fund [Member]  
Organization and Operation

Teucrium Sugar Fund (referred to herein as “CANE” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CANE,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for sugar interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

 

  CANE Benchmark

 

ICE Sugar Futures Contract Weighting
Second to expire 35%
Third to expire 30%
Expiring in the March following the expiration of the third-to-expire contract 35%

 

The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.

 

On June 17, 2011, the initial Form S-1 for CANE was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011, CANE started trading on the NYSE Arca. The current registration statements for CANE was declared effective by the SEC on April 30, 2018. The registration statements for CANE registered an additional 5,000,000 shares.

 

Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

Teucrium Wheat Fund [Member]  
Organization and Operation

Teucrium Wheat Fund (referred to herein as “WEAT” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “WEAT,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for wheat interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

 

The investment objective of WEAT is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):

WEAT Benchmark

 

CBOT Wheat Futures Contract Weighting
Second to expire 35%
Third to expire 30%
December following the third-to-expire 35%

 

The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.

 

On June 17, 2011, the Fund’s initial registration of 10,000,000 shares on Form S1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On June 30, 2014, a subsequent registration statement for WEAT was declared effective by the SEC. On July 15, 2016, a subsequent registration statement for WEAT was declared effective. This registration statement for WEAT registered an additional 24,050,000 shares.

 

Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Teucrium Agricultural Fund [Member]  
Organization and Operation

Teucrium Agricultural Fund (referred to herein as “TAGS” or the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009. The Fund operates pursuant to the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). 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 Sponsor registered as a Commodity Trading Advisor ("CTA") with the NFA effective September 8, 2017.

 

On April 22, 2011, a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor. On April 30, 2018, a subsequent registration statement for TAGS was declared effective by the SEC.

 

The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:

 

TAGS Benchmark

 

Underlying Fund Weighting
CORN 25%
SOYB 25%
CANE 25%
WEAT 25%

 

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%.

 

While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in Treasury Securities, cash and/or cash equivalents. The Fund and Underlying Funds will 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.

 

Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

XML 47 R10.htm IDEA: XBRL DOCUMENT v3.19.1
Principal Contracts and Agreements
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Principal Contracts and Agreements

The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.

 

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the combined statements of operations. A summary of these expenses is included below.

 

The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.

 

ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the combined statements of operations. A summary of these expenses is included below.

 

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Amount Recognized for Custody Services   $ 350,361     $ 346,295     $ 359,937  
Amount of Custody Services Waived   $ 82,390     $ 43,464     $ 61,735  
                         
Amount Recognized for Distribution Services   $ 172,684     $ 184,118     $ 147,940  
Amount of Distribution Services Waived   $ 47,021     $ 48,147     $ 19,815  
                         
Amount Recognized for Brokerage Commissions   $ 188,705     $ 158,207     $ 155,345  
Amount of Brokerage Commissions Waived   $ -     $ -     $ -  
                         
Amount Recognized for Wilmington Trust   $ 3,160     $ 3,072     $ 3,039  
Amount of Wilmington Trust Waived   $ 24     $ 1,515     $ 3,039  

 

Teucrium Corn Fund [Member]  
Principal Contracts and Agreements

The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.

 

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.

 

The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.

 

ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.

 

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Amount Recognized for Custody Services   $ 127,477     $ 153,987     $ 183,452  
Amount of Custody Services Waived   $ 762     $ 11,607     $ 44,442  
                         
Amount Recognized for Distribution Services   $ 64,527     $ 81,940     $ 76,491  
Amount of Distribution Services Waived   $ 12,840     $ 20,150     $ 12,779  
                         
Amount Recognized for Brokerage Commissions   $ 91,065     $ 79,700     $ 96,725  
Amount of Brokerage Commissions Waived   $ -     $ -     $ -  
                         
Amount Recognized for Wilmington Trust   $ 1,124     $ 1,311     $ 1,550  
Amount of Wilmington Trust Waived   $ -     $ 1,311     $ 1,550  

 

Teucrium Soybean Fund [Member]  
Principal Contracts and Agreements

The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.

 

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.

 

The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.

 

ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.

 

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Amount Recognized for Custody Services     60,879       28,109       34,515  
Amount of Custody Services Waived     28,904       4,574       -  
                         
Amount Recognized for Distribution Services     29,079       15,730       13,720  
Amount of Distribution Services Waived     14,542       6,932       -  
                         
Amount Recognized for Brokerage Commissions     15,780       8,462       1,507  
 Amount of Brokerage Commissions Waived     -       -       -  
                         
Amount Recognized for Wilmington Trust     711       204       257  
Amount of Wilmington Trust Waived     -       204       257  

 

Teucrium Sugar Fund [Member]  
Principal Contracts and Agreements

The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.

 

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.

 

The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.

 

ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.

 

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Amount Recognized for Custody Services     33,901       19,038       18,575  
Amount of Custody Services Waived     18,786       13,246       13,118  
                         
Amount Recognized for Distribution Services     15,840       9,947       8,094  
Amount of Distribution Services Waived     9,155       5,473       5,535  
                         
Amount Recognized for Brokerage Commissions     18,182       10,525       8,681  
 Amount of Brokerage Commissions Waived     -       -       -  
                         
Amount Recognized for Wilmington Trust     334       192       133  
Amount of Wilmington Trust Waived     -       -       133  

 

Teucrium Wheat Fund [Member]  
Principal Contracts and Agreements

The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.

 

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.

 

 The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.

 

ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.

 

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Amount Recognized for Custody Services     125,550       143,071       120,829  
Amount of Custody Services Waived     31,513       12,241       2,000  
                         
Amount Recognized for Distribution Services     62,031       75,469       48,516  
Amount of Distribution Services Waived     9,354       14,910       570  
                         
Amount Recognized for Brokerage Commissions     63,678       59,520       48,209  
 Amount of Brokerage Commissions Waived     -       -       -  
                         
Amount Recognized for Wilmington Trust     967       1,349       1,078  
Amount of Wilmington Trust Waived     -       -       1,078  

 

Teucrium Agricultural Fund [Member]  
Principal Contracts and Agreements

The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Fund Services will receive an asset based fee, subject to a minimum annual fee.

 

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statement of operations. A summary of these expenses is included below.

 

The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor 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 Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statement of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.

 

ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn. These expenses are recorded in brokerage commissions on the statement of operations. A summary of these expenses is included below.

 

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statement of operations. A summary of these expenses is included below.

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Amount Recognized for Custody Services     2,554       2,090       2,566  
Amount of Custody Services Waived     2,425       1,796       2,175  
                         
Amount Recognized for Distribution Services     1,207       1,032       1,119  
Amount of Distribution Services Waived     1,130       682       931  
                         
Amount Recognized for Brokerage Commissions     -       -       223  
 Amount of Brokerage Commissions Waived     -       -       -  
                         
Amount Recognized for Wilmington Trust     24       16       21  
Amount of Wilmington Trust Waived     24       -       21  
XML 48 R11.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation.

 

In accordance with ASU 2016--18 issued by the Financial Accounting Standards Board ("FASB"), for the year ended December 31, 2016 the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the combined statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown on the combined statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Trust and the Funds. For the years ended December 31, 2017 and 2018 the balance of restricted cash in each of the Funds was $0.

 

Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.

 

Revenue Recognition

 

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.

 

Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilites and in cash, cash equivalents and restricted cash on the combined statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.

 

Brokerage Commissions

 

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

 

Income Taxes

 

The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For United States federal income tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Fund’s income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.

 

The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Funds’ conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Funds recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Trust or the Funds and did not have a significant impact on the financial statements of the Trust and the Funds.

 

Creations and Redemptions

 

Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.

 

There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:

 

CORN: 50,000 shares representing 2 baskets

SOYB: 50,000 shares representing 2 baskets

CANE: 50,000 shares representing 2 baskets

WEAT: 50,000 shares representing 2 baskets

TAGS: 50,000 shares representing 4 baskets

 

Cash, Cash Equivalents, and Restricted Cash

 

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the combined statements of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Money Market Funds   $ 3,262     $ 3,014     $ 1,412,423  
Demand Deposit Savings Accounts     71,902,074       88,013,073       143,915,277  
Commercial Paper   $ 87,348,180     $ 49,929,746     $ -  

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Trust and Funds. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the combined statements of assets and liabilities that sum to the total of the same such amounts shown in the combined statements of cash flows.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 159,250,322     $ 137,945,626     $ 145,323,469  
Restricted cash     -       -       151,684  
Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows   $ 159,250,322     $ 137,945,626     $ 145,475,153  

 

 

Payable for Purchases of Commercial Paper

 

The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.

 

Due from/to Broker

 

The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 their shareholders personally) are subject to margin calls.

 

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

 

Payable/Receivable for Securities Purchased/Sold

 

Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

 

The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 2,674,984     $ 2,196,388     $ 1,825,552  
Waived Related Party Transactions   $ 556,063     $ 453,736     $ 457,658  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period.

 

    CORN     SOYB     CANE     WEAT     TAGS     Trust  
Year Ended December 31, 2018   $ 280,817     $ 394,591     $ 268,920     $ 234,736     $ 48,366     $ 1,227,430  
Year Ended December 31, 2017   $ 409,562     $ 126,489     $ 129,334     $ 323,244     $ 40,270     $ 1,028,899  
Year Ended December 31, 2016   $ 442,333     $ 68,914     $ 148,281     $ 140,028     $ 38,459     $ 838,015  

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value - Definition and Hierarchy

 

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as “financial instruments.” Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Trust’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) are not actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Funds.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

Teucrium Corn Fund [Member]  
Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

Revenue Recognition

 

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.


Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund. 

 

Brokerage Commissions

 

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

 

Income Taxes

 

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017, and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

 

Creations and Redemptions

 

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash and Cash Equivalents

 

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Money Market Funds   $ 100     $ 170     $ 692,293  
Demand Deposit Savings Accounts   $ 23,975,443     $ 38,174,688     $ 68,382,027  
Commercial Paper   $ 34,935,697     $ 24,964,873     $ -  

 

Payable for Purchases of Commercial Paper

 

The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.

 

Due from/to Broker

 

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

 

Calculation of Net Asset Value

 

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

 

The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 1,004,019     $ 998,194     $ 936,695  
Waived Related Party Transactions   $ 157,258     $ 215,815     $ 275,884  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    CORN  
Year Ended December 31, 2018   $ 280,817  
Year Ended December 31, 2017   $ 409,562  
Year Ended December 31, 2016   $ 442,333  

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value - Definition and Hierarchy

 

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

Net Income (Loss) per Share

 

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

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

Teucrium Soybean Fund [Member]  
Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the Fund had a balance of $0 in restricted cash.

 

Revenue Recognition

 

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.

 

Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

 

Brokerage Commissions

 

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

 

Income Taxes

 

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

 

Creations and Redemptions

 

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash, Cash Equivalents, and Restricted Cash

 

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that is included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 100     $ 185,661  
Demand Deposit Savings Accounts   $ 14,283,022     $ 9,942,111     $ 12,115,082  
Commercial Paper   $ 12,492,518     $ -     $ -  

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash in the Fund was $0.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 26,774,939     $ 9,942,185     $ 12,300,383  
Restricted cash   $ -     $ -     $ 77,616  
Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows   $ 26,774,939     $ 9,942,185     $ 12,377,999  

 

Due from/to Broker

 

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

 

Calculation of Net Asset Value

 

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

 

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 444,365     $ 183,076     $ 169,614  
Waived Related Party Transactions   $ 192,822     $ 45,597     $ 10,720  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    SOYB  
Year Ended December 31, 2018   $ 394,591  
Year Ended December 31, 2017   $ 126,489  
Year Ended December 31, 2016   $ 68,914  

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value - Definition and Hierarchy

 

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

Net Income (Loss) per Share

 

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

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

Teucrium Sugar Fund [Member]  
Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the balance of restricted cash for the Fund was $0.

 

Revenue Recognition

 

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.

 

Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

 

Brokerage Commissions

 

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

 

Income Taxes

 

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

 

Creations and Redemptions

 

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash, Cash Equivalents, and Restricted Cash

 

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 100     $ 125,182  
Demand Deposit Savings Accounts   $ 7,765,036     $ 5,929,221     $ 4,891,490  
Commercial Paper   $ 2,497,132     $ -     $ -  

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash was $0.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 10,261,941     $ 5,929,275     $ 5,016,531  
Restricted cash   $ -     $ -     $ 74,068  
Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows   $ 10,261,941     $ 5,929,275     $ 5,090,599  

 

Due from/to Broker

 

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

 

Calculation of Net Asset Value

 

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

 

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 242,126     $ 109,266     $ 102,601  
Waived Related Party Transactions   $ 93,112     $ 57,667     $ 71,311  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    CANE  
Year Ended December 31, 2018   $ 268,920  
Year Ended December 31, 2017   $ 129,334  
Year Ended December 31, 2016   $ 148,281  

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value - Definition and Hierarchy

 

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

Net Income (Loss) per Share

 

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

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

Teucrium Wheat Fund [Member]  
Summary of Significant Accounting Policies

Basis of Presentation

  

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

Revenue Recognition

 

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.


Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilites and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

 

Brokerage Commissions

 

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

 

Income Taxes

 

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

 

Creations and Redemptions

 

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash and Cash Equivalents

 

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 170     $ 406,927  
Demand Deposit Savings Accounts   $ 25,878,573     $ 33,967,053     $ 58,526,678  
Commercial Paper   $ 37,422,833     $ 24,964,873     $ -  

 

 

Payable for Purchases of Commercial Paper

 

The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.

 

 

Due from/to Broker

 

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

 

Calculation of Net Asset Value

 

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

 

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 966,288     $ 893,340     $ 602,637  
Waived Related Party Transactions   $ 99,345     $ 125,219     $ 87,767  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    WEAT  
Year Ended December 31, 2018   $ 234,736  
Year Ended December 31, 2017   $ 323,244  
Year Ended December 31, 2016   $ 140,028  

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value - Definition and Hierarchy

 

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

Net Income (Loss) per Share

 

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

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

Teucrium Agricultural Fund [Member]  
Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

Revenue Recognition

 

Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

 

Brokerage Commissions

 

Brokerage commissions are accrued on the trade date and on a full-turn basis.

 

Income Taxes

 

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund’s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

 

Creations and Redemptions

 

Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.

 

Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash Equivalents

 

Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. TAGS had a balance of $2,862 and $2,474 in money market funds at December 31, 2018 and December 31, 2017, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.

 

Payable/Receivable for Securities Purchased/Sold

 

Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.

 

Calculation of Net Asset Value

 

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time. The NAV for a particular trading day will be released after 4:15 p.m. New York time.

 

For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

 

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 18,186     $ 12,512     $ 14,004  
Waived Related Party Transactions   $ 13,526     $ 9,438     $ 11,975  

 

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    TAGS  
Year Ended December 31, 2018   $ 48,366  
Year Ended December 31, 2017   $ 40,270  
Year Ended December 31, 2016   $ 38,459  

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

 

Fair Value - Definition and Hierarchy

 

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.

 

Investments in the financial instruments of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.

 

Net Income (Loss) per Share

 

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

XML 49 R12.htm IDEA: XBRL DOCUMENT v3.19.1
Fair Value Measurements
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Fair Value Measurements

The Trust’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note 3. The following table presents information about the Trust’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:                          

 

December 31, 2018

   

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 87,351,442     $ -     $ -     $ 87,351,442  
Commodity Futures Contracts                                
Corn futures contracts     107,363       -       -       107,363  
Soybeans futures contracts     228,400       -       -       228,400  
Sugar futures contracts     233,979       -       -       233,979  
Total   $ 87,921,184     $ -     $ -     $ 87,921,184  
                                 
                                 
Liabilities:                          Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Commodity Futures Contracts                                
Corn futures contracts   $ 1,297,288     $ -     $ -     $ 1,297,288  
Soybeans futures contracts     39,250       -       -       39,250  
Sugar futures contracts     47,656       -       -       47,656  
Wheat futures contracts     3,985,400       -       -       3,985,400  
Total   $ 5,369,594     $ -     $ -     $ 5,369,594  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 49,932,760     $ -     $ -     $ 49,932,760  
Commodity Futures Contracts                                
Corn futures contracts     120,487       -       -       120,487  
Sugar futures contracts     184,319       -       -       184,319  
Wheat futures contracts     604,475       -       -       604,475  
Total   $ 50,842,041     $ -     $ -     $ 50,842,041  
                                 
                                 
Liabilities:                           Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Commodity Futures Contracts                                
Corn futures contracts   $ 1,962,050     $ -     $ -     $ 1,962,050  
Soybeans futures contracts     448,063       -       -       448,063  
Sugar futures contracts     67,133       -       -       67,133  
Wheat futures contracts     3,200,525       -       -       3,200,525  
Total   $ 5,677,771     $ -     $ -     $ 5,677,771  

 

For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.

 

See the Fair Value - Definition and Hierarchy section in Note 4 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 

Teucrium Corn Fund [Member]  
Fair Value Measurements

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:

 

December 31, 2018                        
                         
Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 34,935,797     $ -     $ -     $ 34,935,797  
Corn Futures Contracts     107,363       -       -       107,363  
Total   $ 35,043,160     $ -     $ -     $ 35,043,160  

 

Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Corn Futures Contracts   $ 1,297,288     $ -     $ -     $ 1,297,288  
                                 

 

December 31, 2017                        
                         
Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 24,965,043     $ -     $ -     $ 24,965,043  
Corn Futures Contracts     120,487       -       -       120,487  
Total   $ 25,085,530     $ -     $ -     $ 25,085,530  
                                 
Liabilities:                           Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Corn Futures Contracts   $ 1,962,050     $ -     $ -     $ 1,962,050  

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy

 

Teucrium Soybean Fund [Member]  
Fair Value Measurements

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:

 

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 12,492,618     $ -     $ -     $ 12,492,618  
Soybeans futures contracts     228,400       -       -       228,400  
Total   $ 12,721,018     $ -     $ -     $ 12,721,018  
                                 
Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Soybeans futures contracts   $ 39,250     $ -     $ -     $ 39,250  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 100     $ -     $ -     $ 100  
                                 
                                 
Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Soybeans futures contracts   $ 448,063     $ -     $ -     $ 448,063  

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

Teucrium Sugar Fund [Member]  
Fair Value Measurements

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017.

 

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 2,497,232     $ -     $ -     $ 2,497,232  
Sugar futures contracts     233,979       -       -       233,979  
Total   $ 2,731,211     $ -     $ -     $ 2,731,211  
                                 
                                 
Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Commodity Futures Contracts                                
Sugar futures contracts   $ 47,656     $ -     $ -     $ 47,656  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 100     $ -     $ -     $ 100  
Sugar Futures Contracts     184,319       -       -       184,319  
Total   $ 184,419     $ -     $ -     $ 184,419  
                                 
Liabilities:                           Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Sugar Futures Contracts   $ 67,133     $ -     $ -     $ 67,133  

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

Teucrium Wheat Fund [Member]  
Fair Value Measurements

 

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:

 

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3     Balance as of December 31, 2018  
Cash Equivalents   $ 37,422,933     $ -     $ -     $ 37,422,933  
                                 
Liabilities:                            Level 1     Level 2     Level 3     Balance as of December 31, 2018  
Wheat Futures contracts   $ 3,985,400     $ -     $ -     $ 3,985,400  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 24,965,043     $ -     $ -     $ 24,965,043  
Wheat Futures contracts     604,475       -       -       604,475  
Total   $ 25,569,518     $ -     $ -     $ 25,569,518  

 

Liabilities:     Level 1       Level 2     Level 3    

Balance as of

December 31, 2017

 
Wheat Futures contracts   $ 3,200,525     $ -     $ -     $ 3,200,525  
                                 

 

For the years ended December 31, 2018 and 2017, the Fund did not have any transfers between any of the level of the fair value hierarchy.

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

Teucrium Agricultural Fund [Member]  
Fair Value Measurements

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2018 and December 31, 2017:

 

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3     Balance as of December 31, 2018  
Exchange Traded Funds   $ 1,523,286     $ -     $ -     $ 1,523,286  
Cash Equivalents   $ 2,862     $ -     $ -     $ 2,862  
Total   $ 1,526,148     $ -     $ -     $ 1,526,148  

 

December 31, 2017

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Exchange Traded Funds   $ 1,136,120     $ -     $ -     $ 1,136,120  
Cash Equivalents     2,474       -       -       2,474  
Total   $ 1,138,594     $ -     $ -     $ 1,138,594  

 

For the years ended December 31, 2018 and 2017, the Fund did not have any transfers between any of the level of the fair value hierarchy.

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 

XML 50 R13.htm IDEA: XBRL DOCUMENT v3.19.1
Derivative Instruments and Hedging Activities
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Derivative Instruments and Hedging Activities

In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds’ derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Funds invested only in commodity futures contracts specifically related to each Fund.

 

Futures Contracts

 

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

 

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

 

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

 

The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)        (v) = (iii)-(iv)    
                     

Gross Amount Not Offset in the Statement of Assets and Liabilities

Gross Amount Not Offset in the Statement of Assets and Liabilities          
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 107,363     $ -     $ 107,363     $ 107,363     $ -     $ -  
Soybeans futures contracts   $ 228,400     $ -     $ 228,400     $ 39,250     $ -     $ 189,150  
Sugar futures contracts   $ 233,979     $ -     $ 233,979     $ 47,656     $ -     $ 186,323  

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)        (v) = (iii)-(iv)    
                     

Gross Amount Not Offset in the Statement of Assets and Liabilities

Gross Amount Not Offset in the Statement of Assets and Liabilities          
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 1,297,288     $ -     $ 1,297,288     $ 107,363     $ 1,189,925     $ -  
Soybeans futures contracts   $ 39,250     $ -     $ 39,250     $ 39,250     $ -     $ -  
Sugar futures contracts   $ 47,656     $ -     $ 47,656     $ 47,656     $ -     $ -  
Wheat futures contracts   $ 3,985,400     $ -     $ 3,985,400     $ -     $ 3,985,400     $ -  

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i-ii)     (iv)        (v) = (iii)-(iv)    
                                     
                      Gross Amount Not Offset in the Statement of Assets and Liabilities          
                                     
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 120,487     $ -     $ 120,487     $ 120,487     $ -     $ -  
Sugar futures contracts   $ 184,319     $ -     $ 184,319     $ 67,133     $ -     $ 117,186  
Wheat futures contracts   $ 604,475     $ -     $ 604,475     $ 604,475     $ -     $ -  

 

F-20

Table of Contents

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i-ii)     (iv)         (v) = (iii)-(iv)  
                                     
                                         
                                     
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 1,962,050     $ -     $ 1,962,050     $ 120,487     $ 1,841,563     $ -  
Soybeans futures contracts   $ 448,063     $ -     $ 448,063     $ -     $    448,063     $ -  
Sugar futures contracts   $ 67,133     $ -     $ 67,133     $ 67,133     $ -     $ -  
Wheat futures contracts   $ 3,200,525     $ -     $ 3,200,525     $ 604,475     $ 2,596,050     $ -  

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Trust:

 

Year ended December 31, 2018

Primary Underlying Risk  

Realized (Loss) Gain on

Commodity Futures Contracts

   

Net Change in Unrealized

Appreciation or (Depreciation)

on Commodity Futures Contracts

 
Commodity Price            
Corn futures contracts   $ (3,025,313 )   $ 651,638  
Soybeans futures contracts     (2,085,438 )     637,213  
Sugar futures contracts     (2,314,984 )     69,137  
Wheat futures contracts     2,502,112       (1,389,350 )
Total commodity futures contracts   $ (4,923,623 )   $ (31,362 )

 

Year ended December 31, 2017

Primary Underlying Risk  

Realized (Loss) Gain on Commodity

Futures Contracts

   

Net Change in Unrealized

(Depreciation) or Appreciation

on Commodity Futures Contracts

 
Commodity Price            
Corn futures contracts   $ (5,603,513 )   $ (380,763 )
Soybeans futures contracts     8,425       (793,538 )
Sugar futures contracts     (2,435,305 )     263,581  
Wheat futures contracts     (5,305,113 )     1,325,538  
Total commodity futures contracts   $ (13,335,506 )   $ 414,818  

 

Year ended December 31, 2016

 

Primary Underlying Risk  

Realized (Loss) Gain on Commodity

Futures Contracts

   

Net Change in Unrealized

Appreciation or (Depreciation)

on Commodity Futures Contracts

 
Commodity Price            
Corn futures contracts   $ (9,438,913 )        
Soybeans futures contracts     939,088          
Sugar futures contracts     1,967,694       (510,451 )
Wheat futures contracts     (9,631,400 )     (1,997,125 )
Total commodity futures contracts   $ (16,163,531 )   $ 508,136  

 

Volume of Derivative Activities

 

The average notional market value categorized by primary underlying risk for all futures contracts held was $169.0 million in 2018, $153.9 million in 2017, and $132.4 million in 2016.

 

Teucrium Corn Fund [Member]  
Derivative Instruments and Hedging Activities

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.

 

Futures Contracts

 

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

 

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

 

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

 

The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

    (i)     (ii)     (iii) = (i-ii)       (iv)                (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 107,363     $ -     $ 107,363     $ 107,363       -     $ -  
                                                 

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)       (iv)           (v) = (iii)-(iv)  
      Gross Amount Not Offset in the Statement of Assets and Liabilities                                    
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                      
Corn futures contracts   $ 1,297,288     $ -     $ 1,297,288     $ 107,363       1,189,925     $ -  
                                                 

 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
  Corn Futures Contracts   $ 120,487     $ -     $ 120,487     $ 120,487     $ -     $ -  
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
  Corn Futures Contracts   $ 1,962,050     $ -     $ 1,962,050     $ 120,487     $ 1,841,563     $ -  
                                                 

  

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Year ended December 31, 2018 

 

          Net Change in Unrealized  
    Realized Loss on      Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Corn futures contracts   $ (3,025,313 ) $   651,638  
                 

 

Year ended December 31, 2017

 

          Net Change in Unrealized  
    Realized Loss on      Depreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Corn futures contracts   $ (5,603,513 )   $ (380,763 )
                 

 

Year ended December 31, 2016

 

          Net Change in Unrealized  
    Realized Loss on     Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Corn futures contracts   $ (9,438,913 )   $ 2,447,750  
                 

 

Volume of Derivative Activities

 

The average notional market value categorized by primary underlying risk for all futures contracts held was $69.7 million in 2018, $67.5 million in 2017, and $71.6 million in 2016.

Teucrium Soybean Fund [Member]  
Derivative Instruments and Hedging Activities

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.

 

Futures Contracts

 

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

 

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

 

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

 

The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Soybeans futures contracts   $ 228,400     $ -     $ 228,400     $ 39,250     $ -     $ 189,150  
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Soybeans futures contracts   $ 39,250     $ -     $ 39,250     $ 39,250     $ -     $ -  
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Soybean Futures Contracts   $ 448,063     $ -     $ 448,063     $ -     $ 448,063     $ -  
                                                 

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Year ended December 31, 2018

 

Primary Underlying Risk  

Realized Loss on

Commodity Futures Contracts

   

Net Change in Unrealized Appreciation

on Commodity Futures Contracts

 
Commodity Price            
Soybeans futures contracts   $ (2,085,438 )   $ 637,213  
                 

 

Year ended December 31, 2017

          Net Change in Unrealized  
    Realized Gain on     Depreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Soybean futures contracts   $ 8,425     $ (793,538 )
                 

 

Year ended December 31, 2016

          Net Change in Unrealized  
    Realized Gain on     Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Soybean futures contracts   $ 939,088     $ 567,962  
                 

 

 

Volume of Derivative Activities

 

The average notional market value categorized by primary underlying risk for all futures contracts held was $21.9 million in 2018, $13.2 million in 2017, and $12.1 million in 2016.

 

Teucrium Sugar Fund [Member]  
Derivative Instruments and Hedging Activities

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.

 

Futures Contracts

 

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

 

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

 

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

 

The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.

 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

 

    (i)     (ii)     (iii) = (i)-(ii)      (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Sugar Futures Contracts   $ 233,979     $ -     $ 233,979     $ -     $ 186,323          
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Sugar futures contracts   $ 47,656     $ -     $ 47,656     $ 47,656     $ -     $ -  
                                                 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)      (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Sugar Futures Contracts   $ 184,319     $ -     $ 184,319     $ 67,133     $ -     $ 117,186  
                                                 

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)      (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Sugar Futures Contracts   $ 67,133     $ -     $ 67,133     $ 67,133     $ -     $ -  
                                                 

 

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Year ended December 31, 2018

 

Primary Underlying Risk  

Realized Loss on

Commodity Futures Contracts

   

Net Change in Unrealized Appreciation

on Commodity Futures Contracts

 
Commodity Price            
Sugar futures contracts   $ (2,314,984 )   $ 69,137  
                 

 

Year ended December 31, 2017

   

Realized Loss on

Commodity Futures Contracts

   

Net Change in Unrealized Appreciation

on Commodity Futures Contacts

 
Commodity Price            
Sugar futures contracts   $ (2,435,305 )   $ 263,581  
                 

 

Year ended December 31, 2016

   

Realized Gain on

Commodity Futures Contracts

   

Net Change in Unrealized Depreciation 

on Commodity Futures Contacts

 
Commodity Price            
Sugar futures contracts   $ 1,967,694     $ (510,451 )
                 

 

Volume of Derivative Activities

 

The average notional market value categorized by primary underlying risk for all futures contracts held was $12.3 million in 2018, $7.1 million in 2017, and $6.1 million in 2016.

 

Teucrium Wheat Fund [Member]  
Derivative Instruments and Hedging Activities

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2018 and 2017, the Fund invested only in commodity futures contracts.

 

Futures Contracts

 

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

 

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

 

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

 

The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2018 and 2017.

 

  Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Wheat futures contracts   $ 3,985,400     $ -     $ 3,985,400     $ -     $ 3,985,400     $ -  
                                                 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Wheat Futures Contracts   $ 604,475     $ -     $ 604,475     $ 604,475     $ -     $ -  
                                                 

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Wheat Futures Contracts   $ 3,200,525     $ -     $ 3,200,525     $ 604,475     $ 2,596,050     $ -  
                                                 

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Year ended December 31, 2018

 

Primary Underlying Risk  

Realized  Gain on

Commodity Futures Contracts

   

Net Change in Unrealized  Depreciation

on Commodity Futures Contracts

 
Commodity Price            
Wheat futures contracts   $ 2,502,112     $ (1,389,350 )
                 

 

Year ended December 31, 2017

          Net Change in Unrealized  
    Realized Loss on     Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Wheat futures contracts   $ (5,305,113 )   $ 1,325,538  
                 

 

Year ended December 31, 2016

          Net Change in Unrealized  
    Realized Loss on     Depreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Wheat futures contracts   $ (9,631,400 )   $ (1,997,125 )
                 

 

 

Volume of Derivative Activities

 

The average notional market value categorized by primary underlying risk for all futures contracts held was $65.0 million in 2018, $66.0 million in 2017, and $42.5 million in 2016.

 

XML 51 R14.htm IDEA: XBRL DOCUMENT v3.19.1
Financial Highlights
12 Months Ended
Dec. 31, 2018
Teucrium Corn Fund [Member]  
Financial Highlights

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $16.75   $18.77   $21.24 
 Income (loss) from investment operations:
               
Investment income   0.35    0.21    0.11 
Net realized and unrealized loss on commodity futures contracts   (0.39)   (1.55)   (1.75)
Total expenses, net   (0.60)   (0.68)   (0.83)
Net decrease in net asset value  $(0.64)  $(2.02)  $(2.47)
Net asset value at end of period   16.11    16.75    18.77 
Total Return   (3.82)%   (10.76)%   (11.63)%

 

Ratios to Average Net Assets (Annualized)

 

               
Total expenses   3.98%   4.28%   4.74%
Total expenses, net   3.58%   3.68%   4.13%
Net investment loss   (1.48)%   (2.54)%   (3.58)%

 

The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.

 

Teucrium Soybean Fund [Member]  
Financial Highlights

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $17.85   $19.08   $17.34 
Income (loss) from investment operations:               
Investment income   0.37    0.21    0.10 
Net realized and unrealized (loss) gain on commodity futures contracts   (1.40)   (0.77)   2.41 
Total expenses, net   (0.62)   (0.67)   (0.77)
Net (decrease) increase in net asset value   (1.65)   (1.23)   1.74 
Net asset value at end of period  $16.20   $17.85   $19.08 
Total Return   (9.24)%   (6.45)%   10.03%
Ratios to Average Net Assets (Annualized)               
Total expenses   5.52%   4.59%   4.61%
Total expenses, net   3.66%   3.63%   4.03%
Net investment loss   (1.49)%   (2.48)%   (3.48)%

 

The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.

Teucrium Sugar Fund [Member]  
Financial Highlights

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $9.79   $12.97   $10.02 
Income (loss) from investment operations:               
Investment income   0.15    0.12    0.06 
Net realized and unrealized (loss) gain on commodity futures contracts   (2.60)   (3.01)   3.17 
Total expenses, net   (0.27)   (0.29)   (0.28)
Net (decrease) increase in net asset value  $(2.72)  $(3.18)  $2.95 
Net asset value at end of period   7.07    9.79    12.97 
Total Return   (27.78)%   (24.52)%   29.44%
Ratios to Average Net Assets (Annualized)               
Total expenses   5.80%   4.62%   4.72%
Total expenses, net   3.60%   2.79%   2.29%
Net investment loss   (1.56)%   (1.68)%   (1.77)%

 

The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.

 

Teucrium Wheat Fund [Member]  
Financial Highlights

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $5.99   $6.89   $9.15 

 

Income (loss) from investment operations:

 

               
Investment income   0.13    0.08    0.04 
Net realized and unrealized gain (loss) on commodity futures contracts   0.07    (0.73)   (1.98)
Total expenses, net   (0.24)   (0.25)   (0.32)
Net decrease in net asset value   (0.04)   (0.90)   (2.26)
Net asset value at end of period  $5.95   $5.99   $6.89 
Total Return   (0.67)%   (13.06)%   (24.70)%

 

Ratios to Average Net Assets (Annualized)

 

               
Total expenses   4.13%   4.09%   4.47%
Total expenses, net   3.76%   3.60%   4.13%
Net investment loss   (1.69)%   (2.46)%   (3.57)%

 

The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses

Teucrium Agricultural Fund [Member]  
Financial Highlights

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

 

   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $22.75   $26.33   $26.59 
Income (loss) from investment operations:               
Net realized and unrealized loss on investment transactions   (2.32)   (3.46)   (0.12)
Total expenses, net   (0.10)   (0.12)   (0.14)
Net decrease in net asset value   (2.42)   (3.58)   (0.26)
Net asset value at end of period  $20.33   $22.75   $26.33 
Total Return   (10.64)%   (13.60)%   (0.98)%
Ratios to Average Net Assets (Annualized)               
Total expenses   3.77%   3.74%   3.33%
Total expenses, net   0.48%   0.50%   0.50%
Net investment loss   (0.48)%   (0.50)%   (0.50)%

 The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.

 

XML 52 R15.htm IDEA: XBRL DOCUMENT v3.19.1
Quarterly Financial Data (Unaudited)
12 Months Ended
Dec. 31, 2018
Teucrium Corn Fund [Member]  
Quarterly Financial Data (Unaudited)

The following summarized quarterly financial information presents the results of operations for the Teucrium Corn Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 5,507,209     $ (6,465,079 )   $ (1,727,463 )   $ 1,792,478  
Total Expenses     670,883       754,733       683,626       692,119  
Total Expenses, net     630,201       656,692       651,503       582,148  
Net Income (Loss)     4,877,008       (7,121,771 )     (2,378,966 )     1,210,330  
Net Income (Loss) per share   $ 1.24     $ (1.56 )   $ (0.59 )   $ (1.49 )

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total Income (Loss)   $ 1,369,398     $ 910,237     $ (4,763,833 )   $ (2,721,518 )
Total Expenses     724,668       762,626       729,672       701,970  
Total Expenses, net     689,668       628,806       633,836       557,064  
Net Income (Loss)     679,730       281,431       (5,397,669 )     (3,278,582 )
Net Income (Loss) per share   $ 0.24     $ 0.08     $ (1.49 )   $ (0.85 )

 

Teucrium Soybean Fund [Member]  
Quarterly Financial Data (Unaudited)

The following summarized quarterly financial information presents the results of operations for the Teucrium Soybean Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 854,752     $ (2,378,109 )   $ (292,647 )   $ 827,947  
Total Expenses     215,850       240,283       424,902       290,357  
Total Expenses, net     115,908       155,798       261,424       243,671  
Net Income (Loss)     738,844       (2,533,907 )     (554,071 )     584,276  
Net Income (Loss) per share   $ 1.19     $ (2.82 )   $ (0.39 )   $ 0.37  

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total (Loss) Income   $ (462,474 )   $ 98,980     $ 257,072     $ (525,746 )
Total Expenses     126,800       118,451       147,452       217,398  
Total Expenses, net     111,800       106,342       116,104       149,366  
Net (Loss) Income     (574,274 )     (7,362 )     140,968       (675,112 )
Net (Loss) Income per share   $ (0.97 )   $ (0.01 )   $ 0.23     $ (0.48 )

 

Teucrium Sugar Fund [Member]  
Quarterly Financial Data (Unaudited)

The following summarized quarterly financial information presents the results of operations for the Teucrium Sugar Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ (1,127,935 )   $ (689,717 )   $ (1,857,077 )   $ 1,678,297  
Total Expenses     141,974       182,157       213,470       170,674  
Total Expenses, net     61,284       115,948       142,099       120,024  
Net Income (Loss)     (1,189,219 )     (805,665 )     (1,999,176 )     1,558,273  
Net Income (Loss) per share   $ (1.50 )   $ (0.67 )   $ (0.99 )   $ 0.44  

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total Income (Loss)   $ (572,243 )   $ (1,575,978 )   $ (120,913 )   $ 176,299  
Total Expenses     49,635       79,000       102,485       95,467  
Total Expenses, net     36,557       53,714       57,299       49,683  
Net Income (Loss)     (608,800 )     (1,629,692 )     (178,212 )     126,616  
Net Income (Loss) per share   $ (1.18 )   $ (2.15 )   $ (0.21 )   $ 0.36  

 

Teucrium Wheat Fund [Member]  
Quarterly Financial Data (Unaudited)

The following summarized quarterly financial information presents the results of operations for the Teucrium Wheat Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 2,696,228     $ 2,560,956     $ (533,797 )   $ (2,267,398 )
Total Expenses     656,128       772,566       679,205       567,581  
Total Expenses, net     632,359       651,551       635,374       521,460  
Net Income (Loss)     2,063,869       1,909,405       (1,169,171 )     (2,788,858 )
Net Income (Loss) per share   $ 0.20     $ 0.18     $ (0.13 )   $ (0.29 )

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total Income (Loss)   $ 924,694     $ 10,004,367     $ (8,961,538 )   $ (5,201,741 )
Total Expenses     594,271       615,698       714,365       754,279  
Total Expenses, net     594,271       615,698       608,423       536,977  
Net Income (Loss)     330,423       9,388,669       (9,569,961 )     (5,738,718 )
Net Income (Loss) per share   $ 0.04     $ 0.91     $ (1.27 )   $ (0.58 )

 

Teucrium Agricultural Fund [Member]  
Quarterly Financial Data (Unaudited)

The following summarized quarterly financial information presents the results of operations for the Teucrium Agricultural Fund and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 3,444     $ (133,431 )   $ (80,986 )   $ 26,092  
Total Expenses     18,629       12,096       10,539       14,207  
Total Expenses, net     1,414       2,010       1,911       1,770  
Net Income (Loss)     2,030       (135,441 )     (82,897 )     24,322  
Net Income (Loss) per share   $ 0.04     $ (1.68 )   $ (1.10 )   $ 0.32  

 

   

Three months ended

March 31, 2017

   

Three months ended

June 30, 2017

   

Three months ended

September 30, 2017

   

Three months ended

December 31, 2017

 
Total Loss   $ (39,152 )   $ (19,522 )   $ (76,451 )   $ (37,395 )
Total Expenses     23,355       7,036       7,525       8,565  
Total Expenses, net     1,672       1,547       1,538       1,454  
Net Loss     (40,824 )     (21,069 )     (77,989 )     (38,849 )
Net Loss per share   $ (0.82 )   $ (0.42 )   $ (1.56 )   $ (0.78 )

 

XML 53 R16.htm IDEA: XBRL DOCUMENT v3.19.1
Organizational and Offering Costs
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Organizational and Offering Costs

Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.

Teucrium Corn Fund [Member]  
Organizational and Offering Costs

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

Teucrium Soybean Fund [Member]  
Organizational and Offering Costs

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

Teucrium Sugar Fund [Member]  
Organizational and Offering Costs

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

Teucrium Wheat Fund [Member]  
Organizational and Offering Costs

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

Teucrium Agricultural Fund [Member]  
Organizational and Offering Costs

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

XML 54 R17.htm IDEA: XBRL DOCUMENT v3.19.1
Detail of the net assets and shares outstanding of the Funds that are a series of the Trust
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Detail of the net assets and shares outstanding of the Funds that are a series of the Trust

The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:

 

December 31, 2018

 

    Outstanding Shares     Net Assets  
Teucrium Corn Fund     3,500,004     $ 56,379,057  
Teucrium Soybean Fund     1,725,004       27,942,017  
Teucrium Sugar Fund     1,525,004       10,778,739  
Teucrium Wheat Fund     9,275,004       55,149,873  
Teucrium Agricultural Fund:                
Net assets including the investment in the Underlying Funds     75,002       1,524,760  
Less: Investment in the Underlying Funds             (1,523,286 )
Net for the Fund in the combined net assets of the Trust             1,474  
Total           $ 150,251,160  

 

December 31, 2017

 

    Outstanding Shares     Net Assets  
Teucrium Corn Fund     3,875,004     $ 64,901,479  
Teucrium Soybean Fund     575,004       10,264,025  
Teucrium Sugar Fund     650,004       6,363,710  
Teucrium Wheat Fund     10,250,004       61,416,019  
Teucrium Agricultural Fund:                
Net assets including the investment in the Underlying Funds     50,002       1,137,639  
Less: Investment in the Underlying Funds             (1,136,120 )
Net for the Fund in the combined net assets of the Trust             1,519  
Total           $ 142,946,752  

 

The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.

 

XML 55 R18.htm IDEA: XBRL DOCUMENT v3.19.1
Subsequent Events
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Subsequent Events

Management has evaluated the financial statements for the year-ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:

 

On February 1, 2019, in CORN, SOYB, CANE, and WEAT, the Sponsor elected to invest a portion of the amount of funds required to be on deposit with the FCM as initial margin in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held in the respective Fund accounts through the FCM.

 

CORN: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.

 

SOYB: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.

 

CANE: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.

 

WEAT: On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.

 

TAGS: Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herin for the Fund.

Teucrium Corn Fund [Member]  
Subsequent Events

Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:

 

On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.

Teucrium Soybean Fund [Member]  
Subsequent Events

Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:

 

On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM.

Teucrium Sugar Fund [Member]  
Subsequent Events

Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:

 

On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM. 

Teucrium Wheat Fund [Member]  
Subsequent Events

Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:

 

On February 1, 2019, the Sponsor elected to invest a portion of the amount of funds required to be on deposit as initial margin for corn futures contracts in U.S. Treasury obligations with time to maturity of 90 days or less. The obligations are purchased and held through the FCM. 

Teucrium Agricultural Fund [Member]  
Subsequent Events

Management has evaluated the financial statements for the year ended December 31, 2018 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.

XML 56 R19.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Basis of Presentation

The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation.

 

In accordance with ASU 2016--18 issued by the Financial Accounting Standards Board ("FASB"), for the year ended December 31, 2016 the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the combined statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown on the combined statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Trust and the Funds. For the years ended December 31, 2017 and 2018 the balance of restricted cash in each of the Funds was $0.

 

Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.

Revenue Recognition

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.

 

Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilites and in cash, cash equivalents and restricted cash on the combined statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.

Brokerage Commissions

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

 

Income Taxes

The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For United States federal income tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Fund’s income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.

 

The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Funds’ conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Funds recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Trust or the Funds and did not have a significant impact on the financial statements of the Trust and the Funds.

Creations and Redemptions

Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.

 

There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:

 

CORN: 50,000 shares representing 2 baskets

SOYB: 50,000 shares representing 2 baskets

CANE: 50,000 shares representing 2 baskets

WEAT: 50,000 shares representing 2 baskets

TAGS: 50,000 shares representing 4 baskets

 

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the combined statements of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Money Market Funds   $ 3,262     $ 3,014     $ 1,412,423  
Demand Deposit Savings Accounts     71,902,074       88,013,073       143,915,277  
Commercial Paper   $ 87,348,180     $ 49,929,746     $ -  

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Trust and Funds. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the combined statements of assets and liabilities that sum to the total of the same such amounts shown in the combined statements of cash flows.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 159,250,322     $ 137,945,626     $ 145,323,469  
Restricted cash     -       -       151,684  
Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows   $ 159,250,322     $ 137,945,626     $ 145,475,153  

 

 

Payable for Purchases of Commercial Paper

The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.

Due from/to Broker

The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 their shareholders personally) are subject to margin calls.

 

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

Payable/Receivable for Securities Purchased/Sold

Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 2,674,984     $ 2,196,388     $ 1,825,552  
Waived Related Party Transactions   $ 556,063     $ 453,736     $ 457,658  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period.

 

    CORN     SOYB     CANE     WEAT     TAGS     Trust  
Year Ended December 31, 2018   $ 280,817     $ 394,591     $ 268,920     $ 234,736     $ 48,366     $ 1,227,430  
Year Ended December 31, 2017   $ 409,562     $ 126,489     $ 129,334     $ 323,244     $ 40,270     $ 1,028,899  
Year Ended December 31, 2016   $ 442,333     $ 68,914     $ 148,281     $ 140,028     $ 38,459     $ 838,015  

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value - Definition and Hierarchy

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as “financial instruments.” Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Trust’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) are not actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.

Expenses

Expenses are recorded using the accrual method of accounting.

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Funds.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Funds record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.

Teucrium Corn Fund [Member]  
Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Revenue Recognition

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.


Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund. 

Brokerage Commissions

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

Income Taxes

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017, and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

Creations and Redemptions

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

 

Allocation of Shareholder Income and Losses

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Money Market Funds   $ 100     $ 170     $ 692,293  
Demand Deposit Savings Accounts   $ 23,975,443     $ 38,174,688     $ 68,382,027  
Commercial Paper   $ 34,935,697     $ 24,964,873     $ -  

 

Payable for Purchases of Commercial Paper

The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.

Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

Calculation of Net Asset Value

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 1,004,019     $ 998,194     $ 936,695  
Waived Related Party Transactions   $ 157,258     $ 215,815     $ 275,884  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    CORN  
Year Ended December 31, 2018   $ 280,817  
Year Ended December 31, 2017   $ 409,562  
Year Ended December 31, 2016   $ 442,333  

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value - Definition and Hierarchy

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

Expenses

Expenses are recorded using the accrual method of accounting.

Net Income (Loss) per Share

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

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

Teucrium Soybean Fund [Member]  
Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the Fund had a balance of $0 in restricted cash.

Revenue Recognition

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.

 

Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

Brokerage Commissions

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

Income Taxes

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

Creations and Redemptions

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

Allocation of Shareholder Income and Losses

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that is included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 100     $ 185,661  
Demand Deposit Savings Accounts   $ 14,283,022     $ 9,942,111     $ 12,115,082  
Commercial Paper   $ 12,492,518     $ -     $ -  

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash in the Fund was $0.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 26,774,939     $ 9,942,185     $ 12,300,383  
Restricted cash   $ -     $ -     $ 77,616  
Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows   $ 26,774,939     $ 9,942,185     $ 12,377,999  

 

Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

Calculation of Net Asset Value

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 444,365     $ 183,076     $ 169,614  
Waived Related Party Transactions   $ 192,822     $ 45,597     $ 10,720  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    SOYB  
Year Ended December 31, 2018   $ 394,591  
Year Ended December 31, 2017   $ 126,489  
Year Ended December 31, 2016   $ 68,914  

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value - Definition and Hierarchy

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

Expenses are recorded using the accrual method of accounting.

Net Income (Loss) per Share

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

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

Teucrium Sugar Fund [Member]  
Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

 

In accordance with ASU 2016-18 issued by the FASB, for the year ended December 31, 2016, the presentation of cash and cash equivalents and restricted cash is disaggregated by line item on the statements of assets and liabilities and sum to the total amount of cash, cash equivalents, and restricted cash at the end of the corresponding period shown in the statements of cash flows. This update in presentation did not have a material impact on the financial statements and disclosures of the Fund. For the years ended December 31, 2017 and 2018, the balance of restricted cash for the Fund was $0.

Revenue Recognition

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements 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 statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.

 

Beginning in February 2018, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

Brokerage Commissions

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

Income Taxes

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

Creations and Redemptions

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

Allocation of Shareholder Income and Losses

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the first quarter 2018, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 100     $ 125,182  
Demand Deposit Savings Accounts   $ 7,765,036     $ 5,929,221     $ 4,891,490  
Commercial Paper   $ 2,497,132     $ -     $ -  

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that were held in custody at The Bank of New York Mellon under this amended agreement are reflected as restricted cash on the financial statements of the Fund. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the statements of assets and liabilities that sum to the total of the same such amounts shown in the statements of cash flows. As of December 31, 2017, the balance of restricted cash was $0.

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 10,261,941     $ 5,929,275     $ 5,016,531  
Restricted cash   $ -     $ -     $ 74,068  
Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows   $ 10,261,941     $ 5,929,275     $ 5,090,599  

 

Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

 

Calculation of Net Asset Value

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 

 

   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 242,126     $ 109,266     $ 102,601  
Waived Related Party Transactions   $ 93,112     $ 57,667     $ 71,311  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    CANE  
Year Ended December 31, 2018   $ 268,920  
Year Ended December 31, 2017   $ 129,334  
Year Ended December 31, 2016   $ 148,281  

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value - Definition and Hierarchy

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

Expenses are recorded using the accrual method of accounting.

Net Income (Loss) per Share

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

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

Teucrium Wheat Fund [Member]  
Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Revenue Recognition

Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities 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 statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.


Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilites and in cash, cash equivalents and restricted cash on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

Brokerage Commissions

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

Income Taxes

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

Creations and Redemptions

Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

Allocation of Shareholder Income and Losses

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statement of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds and alternative demand deposit savings accounts that are included in cash and cash equivalents on the statement of assets and liabilities. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured.

 

    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 170     $ 406,927  
Demand Deposit Savings Accounts   $ 25,878,573     $ 33,967,053     $ 58,526,678  
Commercial Paper   $ 37,422,833     $ 24,964,873     $ -  

 

 

Payable for Purchases of Commercial Paper

The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.

Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

 

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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

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

 

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

 

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

Calculation of Net Asset Value

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. 

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 966,288     $ 893,340     $ 602,637  
Waived Related Party Transactions   $ 99,345     $ 125,219     $ 87,767  

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    WEAT  
Year Ended December 31, 2018   $ 234,736  
Year Ended December 31, 2017   $ 323,244  
Year Ended December 31, 2016   $ 140,028  

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value - Definition and Hierarchy

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

On December 31, 2018 and 2017, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.

 

For the years ended December 31, 2018 and 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.

 

Expenses

Expenses are recorded using the accrual method of accounting.

Net Income (Loss) per Share

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

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

Teucrium Agricultural Fund [Member]  
Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Revenue Recognition

Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.

 

The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.  

 

Brokerage Commissions

Brokerage commissions are accrued on the trade date and on a full-turn basis.

Income Taxes

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

 

The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2015 to 2018, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund’s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of and for the years ended December 31, 2018, 2017, and 2016. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Fund will recognize interest accrued related to any unrecognized tax benefits and penalties in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2018, 2017 and 2016.

 

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In the opinion of the Sponsor, the 2017 Tax Cuts and Jobs Act, will not have a significant impact on the Fund and did not have a significant impact on the financial statements of the Fund.

Creations and Redemptions

Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.

 

Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.

Allocation of Shareholder Income and Losses

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash and Cash Equivalents

Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. TAGS had a balance of $2,862 and $2,474 in money market funds at December 31, 2018 and December 31, 2017, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.

Calculation of Net Asset Value

The Fund’s NAV is calculated by:

 

Taking the current market value of its total assets and

 

Subtracting any liabilities

 

The administrator, Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time. The NAV for a particular trading day will be released after 4:15 p.m. New York time.

 

For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.

Payable/Receivable for Securities Purchased/Sold

Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.

 

    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 18,186     $ 12,512     $ 14,004  
Waived Related Party Transactions   $ 13,526     $ 9,438     $ 11,975  

 

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:

 

    TAGS  
Year Ended December 31, 2018   $ 48,366  
Year Ended December 31, 2017   $ 40,270  
Year Ended December 31, 2016   $ 38,459  

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value - Definition and Hierarchy

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

 

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

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.

 

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.

 

Investments in the financial instruments of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.

 

Expenses

Expenses are recorded using the accrual method of accounting.

Net Income (Loss) per Share

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

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2018-03: “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10).” These amendments clarify the guidance in ASU No. 2016-01 on issues related to Fair Value and Forward Contracts and Purchased Options. The amendments are effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2018. The adoption did not have any impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323)”. These amendments require disclosure of the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments were adopted for the quarter ended March 31, 2017; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Sponsor elected to early adopt ASU 2016-18 for the year ending December 31, 2017 and the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts with Customers (Topic 606),” which replaces the revenue recognition requirements of “Revenue Recognition (Topic 605).” This ASU is based on the principle that revenue is recognized to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017. ASU 2015-14 also permits early adoption of ASU 2014-09, but not before the original effective date, which was for fiscal years beginning after December 15, 2016. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for the fiscal year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments make targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The Trust and the Fund record income or loss from the recognition and measurement of futures contracts and from interest income under Subtopic 825-10. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year ending December 31, 2017. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018. This standard is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.

 

The FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update are intended to improve the recognitions measurement and disclosure of financial instruments. The amendments to this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. These amendments are required to be applied prospectively. The adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.

XML 57 R20.htm IDEA: XBRL DOCUMENT v3.19.1
Organization and Operation (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Corn Fund [Member]  
Schedule of Benchmark Percentages
CBOT Corn Futures Contract Weighting
Second to expire 35%
Third to expire 30%
December following the third to expire 35%
Teucrium Soybean Fund [Member]  
Schedule of Benchmark Percentages
              CBOT Soybeans Futures Contract Weighting
Second to expire (excluding August & September) 35%
Third to expire (excluding August & September) 30%
Expiring in the November following the expiration of the third-to-expire contract 35%
Teucrium Sugar Fund [Member]  
Schedule of Benchmark Percentages
ICE Sugar Futures Contract Weighting
Second to expire 35%
Third to expire 30%
Expiring in the March following the expiration of the third-to-expire contract 35%
Teucrium Wheat Fund [Member]  
Schedule of Benchmark Percentages
CBOT Wheat Futures Contract Weighting
Second to expire 35%
Third to expire 30%
December following the third-to-expire 35%
Teucrium Agricultural Fund [Member]  
Schedule of Benchmark Percentages
Underlying Fund Weighting
CORN 25%
SOYB 25%
CANE 25%
WEAT 25%
XML 58 R21.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Summary of Cash Investments
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Money Market Funds   $ 3,262     $ 3,014     $ 1,412,423  
Demand Deposit Savings Accounts     71,902,074       88,013,073       143,915,277  
Commercial Paper   $ 87,348,180     $ 49,929,746     $ -  
Schedule of Cash, Cash Equivalents, and Restricted Cash
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 159,250,322     $ 137,945,626     $ 145,323,469  
Restricted cash     -       -       151,684  
Total cash, cash and cash equivalents, and restricted cash shown in the combined statements of cash flows   $ 159,250,322     $ 137,945,626     $ 145,475,153  
Related Party Tansactions
    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 2,674,984     $ 2,196,388     $ 1,825,552  
Waived Related Party Transactions   $ 556,063     $ 453,736     $ 457,658  
Expenses waived by the Sponsor
    CORN     SOYB     CANE     WEAT     TAGS     Trust  
Year Ended December 31, 2018   $ 280,817     $ 394,591     $ 268,920     $ 234,736     $ 48,366     $ 1,227,430  
Year Ended December 31, 2017   $ 409,562     $ 126,489     $ 129,334     $ 323,244     $ 40,270     $ 1,028,899  
Year Ended December 31, 2016   $ 442,333     $ 68,914     $ 148,281     $ 140,028     $ 38,459     $ 838,015  
Teucrium Corn Fund [Member]  
Schedule of Cash, Cash Equivalents, and Restricted Cash
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Money Market Funds   $ 100     $ 170     $ 692,293  
Demand Deposit Savings Accounts   $ 23,975,443     $ 38,174,688     $ 68,382,027  
Commercial Paper   $ 34,935,697     $ 24,964,873     $ -  
Related Party Tansactions
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 1,004,019     $ 998,194     $ 936,695  
Waived Related Party Transactions   $ 157,258     $ 215,815     $ 275,884  
Expenses waived by the Sponsor
    CORN  
Year Ended December 31, 2018   $ 280,817  
Year Ended December 31, 2017   $ 409,562  
Year Ended December 31, 2016   $ 442,333  
Teucrium Soybean Fund [Member]  
Summary of Cash Investments
    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 100     $ 185,661  
Demand Deposit Savings Accounts   $ 14,283,022     $ 9,942,111     $ 12,115,082  
Commercial Paper   $ 12,492,518     $ -     $ -  
Schedule of Cash, Cash Equivalents, and Restricted Cash
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 26,774,939     $ 9,942,185     $ 12,300,383  
Restricted cash   $ -     $ -     $ 77,616  
Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows   $ 26,774,939     $ 9,942,185     $ 12,377,999  
Related Party Tansactions
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 444,365     $ 183,076     $ 169,614  
Waived Related Party Transactions   $ 192,822     $ 45,597     $ 10,720  
Expenses waived by the Sponsor
    SOYB  
Year Ended December 31, 2018   $ 394,591  
Year Ended December 31, 2017   $ 126,489  
Year Ended December 31, 2016   $ 68,914  
Teucrium Sugar Fund [Member]  
Summary of Cash Investments
    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 100     $ 125,182  
Demand Deposit Savings Accounts   $ 7,765,036     $ 5,929,221     $ 4,891,490  
Commercial Paper   $ 2,497,132     $ -     $ -  
Schedule of Cash, Cash Equivalents, and Restricted Cash
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Cash and cash equivalents   $ 10,261,941     $ 5,929,275     $ 5,016,531  
Restricted cash   $ -     $ -     $ 74,068  
Total cash, cash equivalents, and restricted cash shown in the conbined statements of cash flows   $ 10,261,941     $ 5,929,275     $ 5,090,599  
Related Party Tansactions
   

Year Ended

December 31, 2018

   

Year Ended

December 31, 2017

   

Year Ended

December 31, 2016

 
Recognized Related Party Transactions   $ 242,126     $ 109,266     $ 102,601  
Waived Related Party Transactions   $ 93,112     $ 57,667     $ 71,311  
Expenses waived by the Sponsor
    CANE  
Year Ended December 31, 2018   $ 268,920  
Year Ended December 31, 2017   $ 129,334  
Year Ended December 31, 2016   $ 148,281  
Teucrium Wheat Fund [Member]  
Summary of Cash Investments
    December 31, 2018     December 31, 2017     December 31, 2016  
Money Market Funds   $ 100     $ 170     $ 406,927  
Demand Deposit Savings Accounts   $ 25,878,573     $ 33,967,053     $ 58,526,678  
Commercial Paper   $ 37,422,833     $ 24,964,873     $ -  
Related Party Tansactions
    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 966,288     $ 893,340     $ 602,637  
Waived Related Party Transactions   $ 99,345     $ 125,219     $ 87,767  
Expenses waived by the Sponsor
    WEAT  
Year Ended December 31, 2018   $ 234,736  
Year Ended December 31, 2017   $ 323,244  
Year Ended December 31, 2016   $ 140,028  
Teucrium Agricultural Fund [Member]  
Related Party Tansactions
    Year Ended December 31, 2018     Year Ended December 31, 2017     Year Ended December 31, 2016  
Recognized Related Party Transactions   $ 18,186     $ 12,512     $ 14,004  
Waived Related Party Transactions   $ 13,526     $ 9,438     $ 11,975  
Expenses waived by the Sponsor
    TAGS  
Year Ended December 31, 2018   $ 48,366  
Year Ended December 31, 2017   $ 40,270  
Year Ended December 31, 2016   $ 38,459  
XML 59 R22.htm IDEA: XBRL DOCUMENT v3.19.1
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Schedule of Assets and Liabilities Measured at Fair Value

 

December 31, 2018

   

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 87,351,442     $ -     $ -     $ 87,351,442  
Commodity Futures Contracts                                
Corn futures contracts     107,363       -       -       107,363  
Soybeans futures contracts     228,400       -       -       228,400  
Sugar futures contracts     233,979       -       -       233,979  
Total   $ 87,921,184     $ -     $ -     $ 87,921,184  
                                 
                                 
Liabilities:                          Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Commodity Futures Contracts                                
Corn futures contracts   $ 1,297,288     $ -     $ -     $ 1,297,288  
Soybeans futures contracts     39,250       -       -       39,250  
Sugar futures contracts     47,656       -       -       47,656  
Wheat futures contracts     3,985,400       -       -       3,985,400  
Total   $ 5,369,594     $ -     $ -     $ 5,369,594  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 49,932,760     $ -     $ -     $ 49,932,760  
Commodity Futures Contracts                                
Corn futures contracts     120,487       -       -       120,487  
Sugar futures contracts     184,319       -       -       184,319  
Wheat futures contracts     604,475       -       -       604,475  
Total   $ 50,842,041     $ -     $ -     $ 50,842,041  
                                 
                                 
Liabilities:                           Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Commodity Futures Contracts                                
Corn futures contracts   $ 1,962,050     $ -     $ -     $ 1,962,050  
Soybeans futures contracts     448,063       -       -       448,063  
Sugar futures contracts     67,133       -       -       67,133  
Wheat futures contracts     3,200,525       -       -       3,200,525  
Total   $ 5,677,771     $ -     $ -     $ 5,677,771  

 

Teucrium Corn Fund [Member]  
Schedule of Assets and Liabilities Measured at Fair Value

 

December 31, 2018                        
                         
Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 34,935,797     $ -     $ -     $ 34,935,797  
Corn Futures Contracts     107,363       -       -       107,363  
Total   $ 35,043,160     $ -     $ -     $ 35,043,160  

 

Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Corn Futures Contracts   $ 1,297,288     $ -     $ -     $ 1,297,288  
                                 

 

December 31, 2017                        
                         
Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 24,965,043     $ -     $ -     $ 24,965,043  
Corn Futures Contracts     120,487       -       -       120,487  
Total   $ 25,085,530     $ -     $ -     $ 25,085,530  
                                 
Liabilities:                           Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Corn Futures Contracts   $ 1,962,050     $ -     $ -     $ 1,962,050  

 

Teucrium Soybean Fund [Member]  
Schedule of Assets and Liabilities Measured at Fair Value

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 12,492,618     $ -     $ -     $ 12,492,618  
Soybeans futures contracts     228,400       -       -       228,400  
Total   $ 12,721,018     $ -     $ -     $ 12,721,018  
                                 
Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Soybeans futures contracts   $ 39,250     $ -     $ -     $ 39,250  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 100     $ -     $ -     $ 100  
                                 
                                 
Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Soybeans futures contracts   $ 448,063     $ -     $ -     $ 448,063  

 

Teucrium Sugar Fund [Member]  
Schedule of Assets and Liabilities Measured at Fair Value

 

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Cash Equivalents   $ 2,497,232     $ -     $ -     $ 2,497,232  
Sugar futures contracts     233,979       -       -       233,979  
Total   $ 2,731,211     $ -     $ -     $ 2,731,211  
                                 
                                 
Liabilities:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2018

 
Commodity Futures Contracts                                
Sugar futures contracts   $ 47,656     $ -     $ -     $ 47,656  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 100     $ -     $ -     $ 100  
Sugar Futures Contracts     184,319       -       -       184,319  
Total   $ 184,419     $ -     $ -     $ 184,419  
                                 
Liabilities:                           Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Sugar Futures Contracts   $ 67,133     $ -     $ -     $ 67,133  

 

Teucrium Wheat Fund [Member]  
Schedule of Assets and Liabilities Measured at Fair Value

 

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3     Balance as of December 31, 2018  
Cash Equivalents   $ 37,422,933     $ -     $ -     $ 37,422,933  
                                 
Liabilities:                            Level 1     Level 2     Level 3     Balance as of December 31, 2018  
Wheat Futures contracts   $ 3,985,400     $ -     $ -     $ 3,985,400  

 

December 31, 2017

 

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Cash Equivalents   $ 24,965,043     $ -     $ -     $ 24,965,043  
Wheat Futures contracts     604,475       -       -       604,475  
Total   $ 25,569,518     $ -     $ -     $ 25,569,518  

 

Liabilities:     Level 1       Level 2     Level 3    

Balance as of

December 31, 2017

 
Wheat Futures contracts   $ 3,200,525     $ -     $ -     $ 3,200,525  
                                 

 

Teucrium Agricultural Fund [Member]  
Schedule of Assets and Liabilities Measured at Fair Value

December 31, 2018

 

Assets:   Level 1     Level 2     Level 3     Balance as of December 31, 2018  
Exchange Traded Funds   $ 1,523,286     $ -     $ -     $ 1,523,286  
Cash Equivalents   $ 2,862     $ -     $ -     $ 2,862  
Total   $ 1,526,148     $ -     $ -     $ 1,526,148  

 

December 31, 2017

Assets:   Level 1     Level 2     Level 3    

Balance as of

December 31, 2017

 
Exchange Traded Funds   $ 1,136,120     $ -     $ -     $ 1,136,120  
Cash Equivalents     2,474       -       -       2,474  
Total   $ 1,138,594     $ -     $ -     $ 1,138,594  

 

XML 60 R23.htm IDEA: XBRL DOCUMENT v3.19.1
Derivative Instruments and Hedging Activities (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Schedule of Fair Value of Derivative Instruments

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)        (v) = (iii)-(iv)    
                     

Gross Amount Not Offset in the Statement of Assets and Liabilities

Gross Amount Not Offset in the Statement of Assets and Liabilities          
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 107,363     $ -     $ 107,363     $ 107,363     $ -     $ -  
Soybeans futures contracts   $ 228,400     $ -     $ 228,400     $ 39,250     $ -     $ 189,150  
Sugar futures contracts   $ 233,979     $ -     $ 233,979     $ 47,656     $ -     $ 186,323  

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)        (v) = (iii)-(iv)    
                     

Gross Amount Not Offset in the Statement of Assets and Liabilities

Gross Amount Not Offset in the Statement of Assets and Liabilities          
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 1,297,288     $ -     $ 1,297,288     $ 107,363     $ 1,189,925     $ -  
Soybeans futures contracts   $ 39,250     $ -     $ 39,250     $ 39,250     $ -     $ -  
Sugar futures contracts   $ 47,656     $ -     $ 47,656     $ 47,656     $ -     $ -  
Wheat futures contracts   $ 3,985,400     $ -     $ 3,985,400     $ -     $ 3,985,400     $ -  

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i-ii)     (iv)        (v) = (iii)-(iv)    
                                     
                      Gross Amount Not Offset in the Statement of Assets and Liabilities          
                                     
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 120,487     $ -     $ 120,487     $ 120,487     $ -     $ -  
Sugar futures contracts   $ 184,319     $ -     $ 184,319     $ 67,133     $ -     $ 117,186  
Wheat futures contracts   $ 604,475     $ -     $ 604,475     $ 604,475     $ -     $ -  

 

F-20

Table of Contents

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i-ii)     (iv)         (v) = (iii)-(iv)  
                                     
                                         
                                     
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 1,962,050     $ -     $ 1,962,050     $ 120,487     $ 1,841,563     $ -  
Soybeans futures contracts   $ 448,063     $ -     $ 448,063     $ -     $    448,063     $ -  
Sugar futures contracts   $ 67,133     $ -     $ 67,133     $ 67,133     $ -     $ -  
Wheat futures contracts   $ 3,200,525     $ -     $ 3,200,525     $ 604,475     $ 2,596,050     $ -  

 

Summary of Realized and Unrealized Gains (Losses) of the Derivative Instruments

 

Year ended December 31, 2018

Primary Underlying Risk  

Realized (Loss) Gain on

Commodity Futures Contracts

   

Net Change in Unrealized

Appreciation or (Depreciation)

on Commodity Futures Contracts

 
Commodity Price            
Corn futures contracts   $ (3,025,313 )   $ 651,638  
Soybeans futures contracts     (2,085,438 )     637,213  
Sugar futures contracts     (2,314,984 )     69,137  
Wheat futures contracts     2,502,112       (1,389,350 )
Total commodity futures contracts   $ (4,923,623 )   $ (31,362 )

 

Year ended December 31, 2017

Primary Underlying Risk  

Realized (Loss) Gain on Commodity

Futures Contracts

   

Net Change in Unrealized

(Depreciation) or Appreciation

on Commodity Futures Contracts

 
Commodity Price            
Corn futures contracts   $ (5,603,513 )   $ (380,763 )
Soybeans futures contracts     8,425       (793,538 )
Sugar futures contracts     (2,435,305 )     263,581  
Wheat futures contracts     (5,305,113 )     1,325,538  
Total commodity futures contracts   $ (13,335,506 )   $ 414,818  

 

Year ended December 31, 2016

 

Primary Underlying Risk  

Realized (Loss) Gain on Commodity

Futures Contracts

   

Net Change in Unrealized

Appreciation or (Depreciation)

on Commodity Futures Contracts

 
Commodity Price            
Corn futures contracts   $ (9,438,913 )        
Soybeans futures contracts     939,088          
Sugar futures contracts     1,967,694       (510,451 )
Wheat futures contracts     (9,631,400 )     (1,997,125 )
Total commodity futures contracts   $ (16,163,531 )   $ 508,136  

 

Teucrium Corn Fund [Member]  
Schedule of Fair Value of Derivative Instruments

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

    (i)     (ii)     (iii) = (i-ii)       (iv)                (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Corn futures contracts   $ 107,363     $ -     $ 107,363     $ 107,363       -     $ -  
                                                 

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)       (iv)           (v) = (iii)-(iv)  
      Gross Amount Not Offset in the Statement of Assets and Liabilities                                    
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                      
Corn futures contracts   $ 1,297,288     $ -     $ 1,297,288     $ 107,363       1,189,925     $ -  
                                                 

 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
  Corn Futures Contracts   $ 120,487     $ -     $ 120,487     $ 120,487     $ -     $ -  
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
  Corn Futures Contracts   $ 1,962,050     $ -     $ 1,962,050     $ 120,487     $ 1,841,563     $ -  
                                                 

  

Summary of Realized and Unrealized Gains (Losses) of the Derivative Instruments

 

Year ended December 31, 2018 

 

          Net Change in Unrealized  
    Realized Loss on      Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Corn futures contracts   $ (3,025,313 ) $   651,638  
                 

 

Year ended December 31, 2017

 

          Net Change in Unrealized  
    Realized Loss on      Depreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Corn futures contracts   $ (5,603,513 )   $ (380,763 )
                 

 

Year ended December 31, 2016

 

          Net Change in Unrealized  
    Realized Loss on     Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Corn futures contracts   $ (9,438,913 )   $ 2,447,750  
                 

 

Teucrium Soybean Fund [Member]  
Schedule of Fair Value of Derivative Instruments

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Soybeans futures contracts   $ 228,400     $ -     $ 228,400     $ 39,250     $ -     $ 189,150  
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Soybeans futures contracts   $ 39,250     $ -     $ 39,250     $ 39,250     $ -     $ -  
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Soybean Futures Contracts   $ 448,063     $ -     $ 448,063     $ -     $ 448,063     $ -  
                                                 

 

Summary of Realized and Unrealized Gains (Losses) of the Derivative Instruments

 

Year ended December 31, 2018

 

Primary Underlying Risk  

Realized Loss on

Commodity Futures Contracts

   

Net Change in Unrealized Appreciation

on Commodity Futures Contracts

 
Commodity Price            
Soybeans futures contracts   $ (2,085,438 )   $ 637,213  
                 

 

Year ended December 31, 2017

          Net Change in Unrealized  
    Realized Gain on     Depreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Soybean futures contracts   $ 8,425     $ (793,538 )
                 

 

Year ended December 31, 2016

          Net Change in Unrealized  
    Realized Gain on     Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Soybean futures contracts   $ 939,088     $ 567,962  
                 

 

Teucrium Sugar Fund [Member]  
Schedule of Fair Value of Derivative Instruments

 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2018

 

    (i)     (ii)     (iii) = (i)-(ii)      (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Sugar Futures Contracts   $ 233,979     $ -     $ 233,979     $ -     $ 186,323          
                                                 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Sugar futures contracts   $ 47,656     $ -     $ 47,656     $ 47,656     $ -     $ -  
                                                 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)      (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Sugar Futures Contracts   $ 184,319     $ -     $ 184,319     $ 67,133     $ -     $ 117,186  
                                                 

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)      (iv)           (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Sugar Futures Contracts   $ 67,133     $ -     $ 67,133     $ 67,133     $ -     $ -  
                                                 

 

 

Summary of Realized and Unrealized Gains (Losses) of the Derivative Instruments

 

Year ended December 31, 2018

 

Primary Underlying Risk  

Realized Loss on

Commodity Futures Contracts

   

Net Change in Unrealized Appreciation

on Commodity Futures Contracts

 
Commodity Price            
Sugar futures contracts   $ (2,314,984 )   $ 69,137  
                 

 

Year ended December 31, 2017

   

Realized Loss on

Commodity Futures Contracts

   

Net Change in Unrealized Appreciation

on Commodity Futures Contacts

 
Commodity Price            
Sugar futures contracts   $ (2,435,305 )   $ 263,581  
                 

 

Year ended December 31, 2016

   

Realized Gain on

Commodity Futures Contracts

   

Net Change in Unrealized Depreciation 

on Commodity Futures Contacts

 
Commodity Price            
Sugar futures contracts   $ 1,967,694     $ (510,451 )
                 

 

Teucrium Wheat Fund [Member]  
Schedule of Fair Value of Derivative Instruments

 

  Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2018

 

    (i)     (ii)     (iii) = (i-ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Wheat futures contracts   $ 3,985,400     $ -     $ 3,985,400     $ -     $ 3,985,400     $ -  
                                                 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Assets     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due to Broker     Net Amount  
Commodity Price                                    
Wheat Futures Contracts   $ 604,475     $ -     $ 604,475     $ 604,475     $ -     $ -  
                                                 

 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2017

    (i)     (ii)     (iii) = (i)-(ii)     (iv)       (v) = (iii)-(iv)  
                      Gross Amount Not Offset in the Statement of Assets and Liabilities        
Description   Gross Amount of Recognized Liabilities     Gross Amount Offset in the Statement of Assets and Liabilities     Net Amount Presented in the Statement of Assets and Liabilities     Futures Contracts Available for Offset     Collateral, Due from Broker     Net Amount  
Commodity Price                                    
Wheat Futures Contracts   $ 3,200,525     $ -     $ 3,200,525     $ 604,475     $ 2,596,050     $ -  
                                                 

 

Summary of Realized and Unrealized Gains (Losses) of the Derivative Instruments

 

Year ended December 31, 2018

 

Primary Underlying Risk  

Realized  Gain on

Commodity Futures Contracts

   

Net Change in Unrealized  Depreciation

on Commodity Futures Contracts

 
Commodity Price            
Wheat futures contracts   $ 2,502,112     $ (1,389,350 )
                 

 

Year ended December 31, 2017

          Net Change in Unrealized  
    Realized Loss on     Appreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Wheat futures contracts   $ (5,305,113 )   $ 1,325,538  
                 

 

Year ended December 31, 2016

          Net Change in Unrealized  
    Realized Loss on     Depreciation on  
    Commodity Futures Contracts     Commodity Futures Contacts  
Commodity Price            
Wheat futures contracts   $ (9,631,400 )   $ (1,997,125 )
                 

 

XML 61 R24.htm IDEA: XBRL DOCUMENT v3.19.1
Financial Highlights (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Corn Fund [Member]  
Schedule of Financial Highlights
   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $16.75   $18.77   $21.24 
 Income (loss) from investment operations:
               
Investment income   0.35    0.21    0.11 
Net realized and unrealized loss on commodity futures contracts   (0.39)   (1.55)   (1.75)
Total expenses, net   (0.60)   (0.68)   (0.83)
Net decrease in net asset value  $(0.64)  $(2.02)  $(2.47)
Net asset value at end of period   16.11    16.75    18.77 
Total Return   (3.82)%   (10.76)%   (11.63)%

 

Ratios to Average Net Assets (Annualized)

 

               
Total expenses   3.98%   4.28%   4.74%
Total expenses, net   3.58%   3.68%   4.13%
Net investment loss   (1.48)%   (2.54)%   (3.58)%
Teucrium Soybean Fund [Member]  
Schedule of Financial Highlights
   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $17.85   $19.08   $17.34 
Income (loss) from investment operations:               
Investment income   0.37    0.21    0.10 
Net realized and unrealized (loss) gain on commodity futures contracts   (1.40)   (0.77)   2.41 
Total expenses, net   (0.62)   (0.67)   (0.77)
Net (decrease) increase in net asset value   (1.65)   (1.23)   1.74 
Net asset value at end of period  $16.20   $17.85   $19.08 
Total Return   (9.24)%   (6.45)%   10.03%
Ratios to Average Net Assets (Annualized)               
Total expenses   5.52%   4.59%   4.61%
Total expenses, net   3.66%   3.63%   4.03%
Net investment loss   (1.49)%   (2.48)%   (3.48)%
Teucrium Sugar Fund [Member]  
Schedule of Financial Highlights

 

   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $9.79   $12.97   $10.02 
Income (loss) from investment operations:               
Investment income   0.15    0.12    0.06 
Net realized and unrealized (loss) gain on commodity futures contracts   (2.60)   (3.01)   3.17 
Total expenses, net   (0.27)   (0.29)   (0.28)
Net (decrease) increase in net asset value  $(2.72)  $(3.18)  $2.95 
Net asset value at end of period   7.07    9.79    12.97 
Total Return   (27.78)%   (24.52)%   29.44%
Ratios to Average Net Assets (Annualized)               
Total expenses   5.80%   4.62%   4.72%
Total expenses, net   3.60%   2.79%   2.29%
Net investment loss   (1.56)%   (1.68)%   (1.77)%

 

Teucrium Wheat Fund [Member]  
Schedule of Financial Highlights
   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $5.99   $6.89   $9.15 

 

Income (loss) from investment operations:

 

               
Investment income   0.13    0.08    0.04 
Net realized and unrealized gain (loss) on commodity futures contracts   0.07    (0.73)   (1.98)
Total expenses, net   (0.24)   (0.25)   (0.32)
Net decrease in net asset value   (0.04)   (0.90)   (2.26)
Net asset value at end of period  $5.95   $5.99   $6.89 
Total Return   (0.67)%   (13.06)%   (24.70)%

 

Ratios to Average Net Assets (Annualized)

 

               
Total expenses   4.13%   4.09%   4.47%
Total expenses, net   3.76%   3.60%   4.13%
Net investment loss   (1.69)%   (2.46)%   (3.57)%

 

Teucrium Agricultural Fund [Member]  
Schedule of Financial Highlights
   Year ended  Year ended  Year ended
   December 31, 2018  December 31, 2017  December 31, 2016
Per Share Operation Performance               
Net asset value at beginning of period  $22.75   $26.33   $26.59 
Income (loss) from investment operations:               
Net realized and unrealized loss on investment transactions   (2.32)   (3.46)   (0.12)
Total expenses, net   (0.10)   (0.12)   (0.14)
Net decrease in net asset value   (2.42)   (3.58)   (0.26)
Net asset value at end of period  $20.33   $22.75   $26.33 
Total Return   (10.64)%   (13.60)%   (0.98)%
Ratios to Average Net Assets (Annualized)               
Total expenses   3.77%   3.74%   3.33%
Total expenses, net   0.48%   0.50%   0.50%
Net investment loss   (0.48)%   (0.50)%   (0.50)%
XML 62 R25.htm IDEA: XBRL DOCUMENT v3.19.1
Quarterly Financial Data (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Corn Fund [Member]  
Summary of quarterly financial information

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 5,507,209     $ (6,465,079 )   $ (1,727,463 )   $ 1,792,478  
Total Expenses     670,883       754,733       683,626       692,119  
Total Expenses, net     630,201       656,692       651,503       582,148  
Net Income (Loss)     4,877,008       (7,121,771 )     (2,378,966 )     1,210,330  
Net Income (Loss) per share   $ 1.24     $ (1.56 )   $ (0.59 )   $ (1.49 )

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total Income (Loss)   $ 1,369,398     $ 910,237     $ (4,763,833 )   $ (2,721,518 )
Total Expenses     724,668       762,626       729,672       701,970  
Total Expenses, net     689,668       628,806       633,836       557,064  
Net Income (Loss)     679,730       281,431       (5,397,669 )     (3,278,582 )
Net Income (Loss) per share   $ 0.24     $ 0.08     $ (1.49 )   $ (0.85 )

 

Teucrium Soybean Fund [Member]  
Summary of quarterly financial information

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 854,752     $ (2,378,109 )   $ (292,647 )   $ 827,947  
Total Expenses     215,850       240,283       424,902       290,357  
Total Expenses, net     115,908       155,798       261,424       243,671  
Net Income (Loss)     738,844       (2,533,907 )     (554,071 )     584,276  
Net Income (Loss) per share   $ 1.19     $ (2.82 )   $ (0.39 )   $ 0.37  

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total (Loss) Income   $ (462,474 )   $ 98,980     $ 257,072     $ (525,746 )
Total Expenses     126,800       118,451       147,452       217,398  
Total Expenses, net     111,800       106,342       116,104       149,366  
Net (Loss) Income     (574,274 )     (7,362 )     140,968       (675,112 )
Net (Loss) Income per share   $ (0.97 )   $ (0.01 )   $ 0.23     $ (0.48 )

 

Teucrium Sugar Fund [Member]  
Summary of quarterly financial information

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ (1,127,935 )   $ (689,717 )   $ (1,857,077 )   $ 1,678,297  
Total Expenses     141,974       182,157       213,470       170,674  
Total Expenses, net     61,284       115,948       142,099       120,024  
Net Income (Loss)     (1,189,219 )     (805,665 )     (1,999,176 )     1,558,273  
Net Income (Loss) per share   $ (1.50 )   $ (0.67 )   $ (0.99 )   $ 0.44  

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total Income (Loss)   $ (572,243 )   $ (1,575,978 )   $ (120,913 )   $ 176,299  
Total Expenses     49,635       79,000       102,485       95,467  
Total Expenses, net     36,557       53,714       57,299       49,683  
Net Income (Loss)     (608,800 )     (1,629,692 )     (178,212 )     126,616  
Net Income (Loss) per share   $ (1.18 )   $ (2.15 )   $ (0.21 )   $ 0.36  

 

Teucrium Wheat Fund [Member]  
Summary of quarterly financial information

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 2,696,228     $ 2,560,956     $ (533,797 )   $ (2,267,398 )
Total Expenses     656,128       772,566       679,205       567,581  
Total Expenses, net     632,359       651,551       635,374       521,460  
Net Income (Loss)     2,063,869       1,909,405       (1,169,171 )     (2,788,858 )
Net Income (Loss) per share   $ 0.20     $ 0.18     $ (0.13 )   $ (0.29 )

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2017     June 30, 2017     September 30, 2017     December 31, 2017  
Total Income (Loss)   $ 924,694     $ 10,004,367     $ (8,961,538 )   $ (5,201,741 )
Total Expenses     594,271       615,698       714,365       754,279  
Total Expenses, net     594,271       615,698       608,423       536,977  
Net Income (Loss)     330,423       9,388,669       (9,569,961 )     (5,738,718 )
Net Income (Loss) per share   $ 0.04     $ 0.91     $ (1.27 )   $ (0.58 )

 

Teucrium Agricultural Fund [Member]  
Summary of quarterly financial information

 

    Three months ended     Three months ended     Three months ended     Three months ended  
    March 31, 2018     June 30, 2018     September 30, 2018     December 31, 2018  
Total Income (Loss)   $ 3,444     $ (133,431 )   $ (80,986 )   $ 26,092  
Total Expenses     18,629       12,096       10,539       14,207  
Total Expenses, net     1,414       2,010       1,911       1,770  
Net Income (Loss)     2,030       (135,441 )     (82,897 )     24,322  
Net Income (Loss) per share   $ 0.04     $ (1.68 )   $ (1.10 )   $ 0.32  

 

   

Three months ended

March 31, 2017

   

Three months ended

June 30, 2017

   

Three months ended

September 30, 2017

   

Three months ended

December 31, 2017

 
Total Loss   $ (39,152 )   $ (19,522 )   $ (76,451 )   $ (37,395 )
Total Expenses     23,355       7,036       7,525       8,565  
Total Expenses, net     1,672       1,547       1,538       1,454  
Net Loss     (40,824 )     (21,069 )     (77,989 )     (38,849 )
Net Loss per share   $ (0.82 )   $ (0.42 )   $ (1.56 )   $ (0.78 )

 

XML 63 R26.htm IDEA: XBRL DOCUMENT v3.19.1
Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Tables)
12 Months Ended
Dec. 31, 2018
Teucrium Commodity Trust - Combined [Member]  
Net assets and shares outstanding of the Funds

 

December 31, 2018

 

    Outstanding Shares     Net Assets  
Teucrium Corn Fund     3,500,004     $ 56,379,057  
Teucrium Soybean Fund     1,725,004       27,942,017  
Teucrium Sugar Fund     1,525,004       10,778,739  
Teucrium Wheat Fund     9,275,004       55,149,873  
Teucrium Agricultural Fund:                
Net assets including the investment in the Underlying Funds     75,002       1,524,760  
Less: Investment in the Underlying Funds             (1,523,286 )
Net for the Fund in the combined net assets of the Trust             1,474  
Total           $ 150,251,160  

 

December 31, 2017

 

    Outstanding Shares     Net Assets  
Teucrium Corn Fund     3,875,004     $ 64,901,479  
Teucrium Soybean Fund     575,004       10,264,025  
Teucrium Sugar Fund     650,004       6,363,710  
Teucrium Wheat Fund     10,250,004       61,416,019  
Teucrium Agricultural Fund:                
Net assets including the investment in the Underlying Funds     50,002       1,137,639  
Less: Investment in the Underlying Funds             (1,136,120 )
Net for the Fund in the combined net assets of the Trust             1,519  
Total           $ 142,946,752  

 

XML 64 R27.htm IDEA: XBRL DOCUMENT v3.19.1
Organization and Operation (Details)
Dec. 31, 2018
Teucrium Corn Fund [Member] | Second to Expire CBOT Corn Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Corn Fund [Member] | Third to Expire CBOT Corn Futures Contract [Member]  
Benchmark percent 30.00%
Teucrium Corn Fund [Member] | December Following The Third To Expire CBOT Corn Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Soybean Fund [Member] | Second to Expire CBOT Soybean Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Soybean Fund [Member] | Third to Expire CBOT Soybean Futures Contract [Member]  
Benchmark percent 30.00%
Teucrium Soybean Fund [Member] | November Following The Third To Expire CBOT Soybean Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Sugar Fund [Member] | Second to Expire ICE Sugar Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Sugar Fund [Member] | Third to Expire ICE Sugar Futures Contract [Member]  
Benchmark percent 30.00%
Teucrium Sugar Fund [Member] | March Following The Third To Expire ICE Sugar Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Wheat Fund [Member] | Second to Expire CBOT Wheat Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Wheat Fund [Member] | Third to Expire CBOT Wheat Futures Contract [Member]  
Benchmark percent 30.00%
Teucrium Wheat Fund [Member] | December Following The Third To Expire CBOT Wheat Futures Contract [Member]  
Benchmark percent 35.00%
Teucrium Agricultural Fund [Member] | Corn Underlying Fund [Member]  
Underlying fund average weighting 25.00%
Teucrium Agricultural Fund [Member] | Soybean Underlying Fund [Member]  
Underlying fund average weighting 25.00%
Teucrium Agricultural Fund [Member] | Sugar Underlying Fund [Member]  
Underlying fund average weighting 25.00%
Teucrium Agricultural Fund [Member] | Wheat Underlying Fund [Member]  
Underlying fund average weighting 25.00%
XML 65 R28.htm IDEA: XBRL DOCUMENT v3.19.1
Principal Contracts and Agreements (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Amount of custodian fees recognized $ 350,361 $ 346,295 $ 359,937
Amount of distribution and marketing fees recognized 3,073,481 2,598,296 2,287,894
Amount of brokerage commissions recognized 194,554 158,207 155,345
Amount of business permits and licenses fees recognized 115,126 93,026 104,956
Teucrium Commodity Trust - Combined [Member] | U.S. Bank [Member]      
Amount of custodian fees recognized 350,361 346,295 359,937
Amount of custodian fees waived by the Sponsor 82,390 43,464 61,735
Teucrium Commodity Trust - Combined [Member] | Foreside Fund Services, LLC [Member]      
Amount of distribution and marketing fees recognized 172,684 184,118 147,940
Amount of distribution and marketing fees waived by the Sponsor 47,021 48,147 19,815
Teucrium Commodity Trust - Combined [Member] | ED&F Man [Member]      
Amount of brokerage commissions recognized 188,705 158,207 155,345
Amount of brokerage commissions waived by the Sponsor 0 0 0
Teucrium Commodity Trust - Combined [Member] | Wilmington Trust Company [Member]      
Amount of business permits and licenses fees recognized 3,160 3,072 3,039
Amount of business permits and licenses fees waived by the Sponsor 24 1,515 3,039
Teucrium Corn Fund [Member]      
Amount of custodian fees recognized 127,477 153,987 183,452
Amount of distribution and marketing fees recognized 1,164,066 1,177,003 1,160,864
Amount of brokerage commissions recognized 91,065 79,700 96,725
Amount of business permits and licenses fees recognized 22,661 25,251 16,887
Teucrium Corn Fund [Member] | U.S. Bank [Member]      
Amount of custodian fees recognized 127,477 153,987 183,452
Amount of custodian fees waived by the Sponsor 762 11,607 44,442
Teucrium Corn Fund [Member] | Foreside Fund Services, LLC [Member]      
Amount of distribution and marketing fees recognized 64,527 81,940 76,491
Amount of distribution and marketing fees waived by the Sponsor 12,840 20,150 12,779
Teucrium Corn Fund [Member] | ED&F Man [Member]      
Amount of brokerage commissions recognized 91,065 79,700 96,725
Amount of brokerage commissions waived by the Sponsor 0 0 0
Teucrium Corn Fund [Member] | Wilmington Trust Company [Member]      
Amount of business permits and licenses fees recognized 1,124 1,311 1,550
Amount of business permits and licenses fees waived by the Sponsor 0 1,311 1,550
Teucrium Soybean Fund [Member]      
Amount of custodian fees recognized 60,879 28,109 34,515
Amount of distribution and marketing fees recognized 516,337 209,915 218,086
Amount of brokerage commissions recognized 15,780 8,462 1,507
Amount of business permits and licenses fees recognized 30,179 17,505 18,288
Teucrium Soybean Fund [Member] | U.S. Bank [Member]      
Amount of custodian fees recognized 60,879 28,109 34,515
Amount of custodian fees waived by the Sponsor 28,904 4,574 0
Teucrium Soybean Fund [Member] | Foreside Fund Services, LLC [Member]      
Amount of distribution and marketing fees recognized 29,079 15,730 13,720
Amount of distribution and marketing fees waived by the Sponsor 14,542 6,932 0
Teucrium Soybean Fund [Member] | ED&F Man [Member]      
Amount of brokerage commissions recognized 15,780 8,462 1,507
Amount of brokerage commissions waived by the Sponsor 0 0 0
Teucrium Soybean Fund [Member] | Wilmington Trust Company [Member]      
Amount of business permits and licenses fees recognized 711 204 257
Amount of business permits and licenses fees waived by the Sponsor 0 204 257
Teucrium Sugar Fund [Member]      
Amount of custodian fees recognized 33,901 19,038 18,575
Amount of distribution and marketing fees recognized 277,033 126,152 115,498
Amount of brokerage commissions recognized 24,030 10,525 8,681
Amount of business permits and licenses fees recognized 29,289 17,342 18,524
Teucrium Sugar Fund [Member] | U.S. Bank [Member]      
Amount of custodian fees recognized 33,901 19,038 18,575
Amount of custodian fees waived by the Sponsor 18,786 13,246 13,118
Teucrium Sugar Fund [Member] | Foreside Fund Services, LLC [Member]      
Amount of distribution and marketing fees recognized 15,840 9,947 8,094
Amount of distribution and marketing fees waived by the Sponsor 9,155 5,473 5,535
Teucrium Sugar Fund [Member] | ED&F Man [Member]      
Amount of brokerage commissions recognized 18,182 10,525 8,681
Amount of brokerage commissions waived by the Sponsor 0 0 0
Teucrium Sugar Fund [Member] | Wilmington Trust Company [Member]      
Amount of business permits and licenses fees recognized 334 192 133
Amount of business permits and licenses fees waived by the Sponsor 0 0 133
Teucrium Wheat Fund [Member]      
Amount of custodian fees recognized 125,550 143,071 120,829
Amount of distribution and marketing fees recognized 1,094,984 1,070,569 777,708
Amount of brokerage commissions recognized 63,679 59,520 48,209
Amount of business permits and licenses fees recognized 20,759 20,733 39,116
Teucrium Wheat Fund [Member] | U.S. Bank [Member]      
Amount of custodian fees recognized 125,550 143,071 120,829
Amount of custodian fees waived by the Sponsor 31,513 12,241 2,000
Teucrium Wheat Fund [Member] | Foreside Fund Services, LLC [Member]      
Amount of distribution and marketing fees recognized 62,031 75,469 48,516
Amount of distribution and marketing fees waived by the Sponsor 9,354 14,910 570
Teucrium Wheat Fund [Member] | ED&F Man [Member]      
Amount of brokerage commissions recognized 63,678 59,520 48,209
Amount of brokerage commissions waived by the Sponsor 0 0 0
Teucrium Wheat Fund [Member] | Wilmington Trust Company [Member]      
Amount of business permits and licenses fees recognized 967 1,349 1,078
Amount of business permits and licenses fees waived by the Sponsor 0 0 1,078
Teucrium Agricultural Fund [Member]      
Amount of custodian fees recognized 2,554 2,090 2,566
Amount of distribution and marketing fees recognized 21,061 14,657 15,738
Amount of brokerage commissions recognized 0 0 223
Amount of business permits and licenses fees recognized 12,238 12,195 12,141
Teucrium Agricultural Fund [Member] | U.S. Bank [Member]      
Amount of custodian fees recognized 2,554 2,090 2,566
Amount of custodian fees waived by the Sponsor 2,425 1,796 2,175
Teucrium Agricultural Fund [Member] | Foreside Fund Services, LLC [Member]      
Amount of distribution and marketing fees recognized 1,207 1,032 1,119
Amount of distribution and marketing fees waived by the Sponsor 1,130 682 931
Teucrium Agricultural Fund [Member] | ED&F Man [Member]      
Amount of brokerage commissions recognized 0 0 223
Amount of brokerage commissions waived by the Sponsor 0 0 0
Teucrium Agricultural Fund [Member] | Wilmington Trust Company [Member]      
Amount of business permits and licenses fees recognized 24 16 21
Amount of business permits and licenses fees waived by the Sponsor $ 24 $ 0 $ 21
XML 66 R29.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Money market funds $ 3,262 $ 3,014 $ 1,412,423
Demand-deposit savings accounts 71,902,074 88,013,073 143,915,277
Commercial paper contracts 87,348,180 49,929,746 0
Teucrium Corn Fund [Member]      
Money market funds 100 170 692,293
Demand-deposit savings accounts 23,975,443 38,174,688 68,382,027
Commercial paper contracts 34,935,697 24,964,873 0
Teucrium Soybean Fund [Member]      
Money market funds 100 100 185,661
Demand-deposit savings accounts 14,283,022 9,942,111 12,115,082
Commercial paper contracts 12,492,518 0 0
Teucrium Sugar Fund [Member]      
Money market funds 100 100 125,182
Demand-deposit savings accounts 7,765,036 5,929,221 4,891,490
Commercial paper contracts 2,497,132 0 0
Teucrium Wheat Fund [Member]      
Money market funds 100 170 406,927
Demand-deposit savings accounts 25,878,573 33,967,053 58,526,678
Commercial paper contracts $ 37,422,833 $ 24,964,873 $ 0
XML 67 R30.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Details 1) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Teucrium Commodity Trust - Combined [Member]        
Cash and cash equivalents $ 159,250,322 $ 137,945,626 $ 145,323,469 $ 92,561,610
Restricted cash 0 0 151,684  
Total cash, cash equivalents, and restricted cash shown on the combined statements of cash flows 159,250,322 137,945,626 145,475,153 92,869,294
Teucrium Soybean Fund [Member]        
Cash and cash equivalents 26,774,939 9,942,185 12,300,383 5,937,824
Restricted cash 0 0 77,616  
Total cash, cash equivalents, and restricted cash shown on the combined statements of cash flows 26,774,939 9,942,185 12,377,999 6,080,440
Teucrium Sugar Fund [Member]        
Cash and cash equivalents 10,261,941 5,929,275 5,016,531 4,932,791
Restricted cash 0 0 74,068  
Total cash, cash equivalents, and restricted cash shown on the combined statements of cash flows 10,261,941 5,929,275 5,090,599 5,075,248
Teucrium Wheat Fund [Member]        
Cash and cash equivalents 63,300,447 58,932,231 58,931,911 24,601,701
Restricted cash 0 0 0  
Total cash, cash equivalents, and restricted cash shown on the combined statements of cash flows $ 63,300,447 $ 58,932,231 $ 58,931,911 $ 24,601,701
XML 68 R31.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Details 2) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Recognized Related Party Transactions $ 2,674,984 $ 2,196,388 $ 1,825,552
Waived Related Party Transactions 556,063 453,736 457,658
Teucrium Corn Fund [Member]      
Recognized Related Party Transactions 1,004,019 998,194 936,695
Waived Related Party Transactions 157,258 215,815 275,884
Teucrium Soybean Fund [Member]      
Recognized Related Party Transactions 444,365 183,076 169,614
Waived Related Party Transactions 192,822 45,597 10,720
Teucrium Sugar Fund [Member]      
Recognized Related Party Transactions 242,126 109,266 102,601
Waived Related Party Transactions 93,112 57,667 71,311
Teucrium Wheat Fund [Member]      
Recognized Related Party Transactions 966,288 893,340 602,637
Waived Related Party Transactions 99,345 125,219 87,767
Teucrium Agricultural Fund [Member]      
Recognized Related Party Transactions 18,186 12,512 14,004
Waived Related Party Transactions $ 13,526 $ 9,438 $ 11,975
XML 69 R32.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Details 3) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Corn Fund [Member]      
Expenses waived $ 280,817 $ 409,562 $ 442,333
Teucrium Soybean Fund [Member]      
Expenses waived 394,591 126,489 68,914
Teucrium Sugar Fund [Member]      
Expenses waived 268,920 129,334 148,281
Teucrium Wheat Fund [Member]      
Expenses waived 234,736 323,244 140,028
Teucrium Agricultural Fund [Member]      
Expenses waived 48,366 40,270 38,459
Teucrium Commodity Trust - Combined [Member]      
Expenses waived $ 1,227,430 $ 1,028,899 $ 838,015
XML 70 R33.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Details Narrative)
12 Months Ended
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
USD ($)
shares
Dec. 31, 2016
USD ($)
shares
Teucrium Commodity Trust - Combined [Member]      
Creations and Redemptions      
Minimum level of shares per Redemption Basket minimum level | shares 50,000 50,000  
Minimum number of Redemption Baskets 2 2  
Cash and Cash Equivalents      
Money market funds $ 3,262 $ 3,014 $ 1,412,423
Demand-deposit savings accounts 71,902,074 88,013,073 143,915,277
Commercial paper contracts 87,348,180 49,929,746 0
Sponsor Fee Allocation of Expenses and Related Party Transactions      
Performing accounting and financial reporting, regulatory compliance, and trading activities cost 2,674,984 2,196,388 1,825,552
Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor 566,063 453,736 457,658
Expenses waived by the Sponsor $ 1,227,430 $ 1,028,899 838,015
Teucrium Corn Fund [Member]      
Creations and Redemptions      
Minimum level of shares per Redemption Basket minimum level | shares 50,000 50,000  
Minimum number of Redemption Baskets 2 2  
Cash and Cash Equivalents      
Money market funds $ 100 $ 170 692,293
Demand-deposit savings accounts 23,975,443 38,174,688 68,382,027
Commercial paper contracts 34,935,697 24,964,873 0
Sponsor Fee Allocation of Expenses and Related Party Transactions      
Performing accounting and financial reporting, regulatory compliance, and trading activities cost 1,004,019 998,194 936,695
Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor 157,258 215,815 275,884
Expenses waived by the Sponsor $ 280,817 $ 409,562 $ 442,333
Teucrium Soybean Fund [Member]      
Creations and Redemptions      
Minimum level of shares per Redemption Basket minimum level | shares 50,000 50,000 50,000
Minimum number of Redemption Baskets 2 2 2
Cash and Cash Equivalents      
Money market funds $ 100 $ 100 $ 185,661
Demand-deposit savings accounts 14,283,022 9,942,111 12,115,082
Commercial paper contracts 12,492,518 0 0
Sponsor Fee Allocation of Expenses and Related Party Transactions      
Performing accounting and financial reporting, regulatory compliance, and trading activities cost 444,365 183,076 169,614
Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor 192,822 45,597 10,720
Expenses waived by the Sponsor $ 394,591 $ 126,489 $ 68,914
Teucrium Sugar Fund [Member]      
Creations and Redemptions      
Minimum level of shares per Redemption Basket minimum level | shares 50,000 50,000 50,000
Minimum number of Redemption Baskets 2 2 2
Cash and Cash Equivalents      
Money market funds $ 100 $ 100 $ 125,182
Demand-deposit savings accounts 7,765,036 5,929,221 4,891,490
Commercial paper contracts 2,497,132 0 0
Sponsor Fee Allocation of Expenses and Related Party Transactions      
Performing accounting and financial reporting, regulatory compliance, and trading activities cost 242,126 109,266 102,601
Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor 93,112 57,667 71,311
Expenses waived by the Sponsor $ 268,920 $ 129,334 $ 148,281
Teucrium Wheat Fund [Member]      
Creations and Redemptions      
Minimum level of shares per Redemption Basket minimum level | shares 50,000 50,000 50,000
Minimum number of Redemption Baskets 2 2 2
Cash and Cash Equivalents      
Money market funds $ 100 $ 170 $ 406,927
Demand-deposit savings accounts 25,878,573 33,967,053 58,526,678
Commercial paper contracts 37,422,833 24,964,873 0
Sponsor Fee Allocation of Expenses and Related Party Transactions      
Performing accounting and financial reporting, regulatory compliance, and trading activities cost 242,126 893,340 602,637
Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor 93,112 125,219 87,767
Expenses waived by the Sponsor $ 234,736 $ 323,244 $ 140,028
Teucrium Agricultural Fund [Member]      
Creations and Redemptions      
Minimum level of shares per Redemption Basket minimum level | shares 50,000 50,000 50,000
Minimum number of Redemption Baskets 4 4 4
Cash and Cash Equivalents      
Money market funds $ 2,862 $ 2,474  
Sponsor Fee Allocation of Expenses and Related Party Transactions      
Performing accounting and financial reporting, regulatory compliance, and trading activities cost 18,186 12,512 $ 14,004
Performing Accounting and Financial Reporting Regulatory Compliance and Trading Activities Costs Waived by Sponsor 13,256 9,438 11,975
Expenses waived by the Sponsor $ 48,366 $ 40,270 $ 38,459
XML 71 R34.htm IDEA: XBRL DOCUMENT v3.19.1
Fair Value Measurements (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Assets:      
Cash equivalents $ 87,351,442 $ 49,932,760  
Commodity futures contracts 569,742 909,281  
Total 87,921,184 50,842,041  
Liabilities:      
Commodity futures contracts 5,369,594 5,677,771  
Total 5,369,594 5,677,771  
Teucrium Commodity Trust - Combined [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 107,363 120,487  
Liabilities:      
Commodity futures contracts 1,297,288 1,962,050  
Teucrium Commodity Trust - Combined [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 228,400    
Liabilities:      
Commodity futures contracts 39,250 448,063  
Teucrium Commodity Trust - Combined [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 233,979 184,319  
Liabilities:      
Commodity futures contracts 47,656 67,133  
Teucrium Commodity Trust - Combined [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts   604,475  
Liabilities:      
Commodity futures contracts 3,985,400 3,200,525  
Teucrium Commodity Trust - Combined [Member] | Level 1 [Member]      
Assets:      
Cash equivalents 87,351,442 49,932,760  
Total 87,921,184 50,842,041  
Liabilities:      
Total 5,369,594 5,677,771  
Teucrium Commodity Trust - Combined [Member] | Level 1 [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 107,363 120,487  
Liabilities:      
Commodity futures contracts 1,297,288 1,962,050  
Teucrium Commodity Trust - Combined [Member] | Level 1 [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 228,400    
Liabilities:      
Commodity futures contracts 39,250 448,063  
Teucrium Commodity Trust - Combined [Member] | Level 1 [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 233,979   $ 184,319
Liabilities:      
Commodity futures contracts 47,656   $ 67,133
Teucrium Commodity Trust - Combined [Member] | Level 1 [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts   604,475  
Liabilities:      
Commodity futures contracts 3,985,400 3,200,525  
Teucrium Commodity Trust - Combined [Member] | Level 2 [Member]      
Assets:      
Cash equivalents 0 0  
Total 0 0  
Liabilities:      
Total 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 2 [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 2 [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0    
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 2 [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 2 [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts   0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 3 [Member]      
Assets:      
Cash equivalents 0 0  
Total 0 0  
Liabilities:      
Total 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 3 [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 3 [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0    
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 3 [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Commodity Trust - Combined [Member] | Level 3 [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts   0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Corn Fund [Member]      
Assets:      
Cash equivalents 34,935,797 24,965,043  
Commodity futures contracts 107,363 120,487  
Exchange-traded funds 35,043,160    
Total   25,085,530  
Liabilities:      
Commodity futures contracts 1,297,288 1,962,050  
Teucrium Corn Fund [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 107,363 120,487  
Liabilities:      
Commodity futures contracts 1,297,288 1,962,050  
Teucrium Corn Fund [Member] | Level 1 [Member]      
Assets:      
Cash equivalents 34,935,797 24,965,043  
Exchange-traded funds 35,043,160    
Total   25,085,530  
Teucrium Corn Fund [Member] | Level 1 [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 107,363 120,487  
Liabilities:      
Commodity futures contracts 1,297,288 1,962,050  
Teucrium Corn Fund [Member] | Level 2 [Member]      
Assets:      
Cash equivalents 0 0  
Exchange-traded funds 0    
Total   0  
Teucrium Corn Fund [Member] | Level 2 [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Corn Fund [Member] | Level 3 [Member]      
Assets:      
Cash equivalents 0 0  
Exchange-traded funds 0    
Total   0  
Teucrium Corn Fund [Member] | Level 3 [Member] | Corn Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Soybean Fund [Member]      
Assets:      
Cash equivalents 12,492,618 100  
Commodity futures contracts 228,400 0  
Total 12,721,018    
Liabilities:      
Commodity futures contracts 39,250 448,063  
Teucrium Soybean Fund [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 228,400    
Liabilities:      
Commodity futures contracts 39,250 448,063  
Teucrium Soybean Fund [Member] | Level 1 [Member]      
Assets:      
Cash equivalents 12,492,618 100  
Total 12,721,018    
Teucrium Soybean Fund [Member] | Level 1 [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 228,400    
Liabilities:      
Commodity futures contracts 39,250 448,063  
Teucrium Soybean Fund [Member] | Level 2 [Member]      
Assets:      
Cash equivalents 0 0  
Total 0    
Teucrium Soybean Fund [Member] | Level 2 [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0    
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Soybean Fund [Member] | Level 3 [Member]      
Assets:      
Cash equivalents 0 0  
Total 0    
Teucrium Soybean Fund [Member] | Level 3 [Member] | Soybean Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0    
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Sugar Fund [Member]      
Assets:      
Cash equivalents 2,497,232 100  
Commodity futures contracts 233,979 184,319  
Total 2,731,211 184,419  
Liabilities:      
Commodity futures contracts 47,656 67,133  
Teucrium Sugar Fund [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 233,979 184,319  
Liabilities:      
Commodity futures contracts 47,656 67,133  
Teucrium Sugar Fund [Member] | Level 1 [Member]      
Assets:      
Cash equivalents 2,497,232 100  
Total 2,731,211 184,419  
Teucrium Sugar Fund [Member] | Level 1 [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 233,979 184,319  
Liabilities:      
Commodity futures contracts 47,656 67,133  
Teucrium Sugar Fund [Member] | Level 2 [Member]      
Assets:      
Cash equivalents 0 0  
Total 0 0  
Teucrium Sugar Fund [Member] | Level 2 [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Sugar Fund [Member] | Level 3 [Member]      
Assets:      
Cash equivalents 0 0  
Total 0 0  
Teucrium Sugar Fund [Member] | Level 3 [Member] | Sugar Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts 0 0  
Teucrium Wheat Fund [Member]      
Assets:      
Cash equivalents 37,422,933 24,965,043  
Commodity futures contracts 0 604,475  
Total   25,569,518  
Liabilities:      
Commodity futures contracts 3,985,400 3,200,525  
Teucrium Wheat Fund [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts 3,985,400 604,475  
Liabilities:      
Commodity futures contracts   3,200,525  
Teucrium Wheat Fund [Member] | Level 1 [Member]      
Assets:      
Cash equivalents 37,422,933 24,965,043  
Total   25,569,518  
Teucrium Wheat Fund [Member] | Level 1 [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts 3,985,400 604,475  
Liabilities:      
Commodity futures contracts   3,200,525  
Teucrium Wheat Fund [Member] | Level 2 [Member]      
Assets:      
Cash equivalents 0 0  
Total   0  
Teucrium Wheat Fund [Member] | Level 2 [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts   0  
Teucrium Wheat Fund [Member] | Level 3 [Member]      
Assets:      
Cash equivalents 0 0  
Total   0  
Teucrium Wheat Fund [Member] | Level 3 [Member] | Wheat Futures Contracts [Member]      
Assets:      
Commodity futures contracts 0 0  
Liabilities:      
Commodity futures contracts   0  
Teucrium Agricultural Fund [Member]      
Assets:      
Cash equivalents 2,862 2,474  
Exchange-traded funds 1,523,286 1,136,120  
Total 1,523,286 1,138,594  
Teucrium Agricultural Fund [Member] | Level 1 [Member]      
Assets:      
Cash equivalents 2,862 2,474  
Exchange-traded funds 1,523,286 1,136,120  
Total 1,523,286 1,138,594  
Teucrium Agricultural Fund [Member] | Level 2 [Member]      
Assets:      
Cash equivalents 0 0  
Exchange-traded funds 0 0  
Total 0 0  
Teucrium Agricultural Fund [Member] | Level 3 [Member]      
Assets:      
Cash equivalents 0 0  
Exchange-traded funds 0 0  
Total $ 0 $ 0  
XML 72 R35.htm IDEA: XBRL DOCUMENT v3.19.1
Derivative Instruments and Hedging Activities (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Teucrium Commodity Trust - Combined [Member]    
Derivative assets $ 569,742 $ 909,281
Derivative liabilities 5,369,594 5,677,771
Teucrium Commodity Trust - Combined [Member] | Corn Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Soybean Futures Contracts [Member]    
Derivative assets 189,150 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Sugar Futures Contracts [Member]    
Derivative assets 186,323 117,186
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Corn Futures Contracts [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 1,297,288 1,962,050
Teucrium Commodity Trust - Combined [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Soybean Futures Contracts [Member]    
Derivative assets 228,400 0
Derivative liabilities 39,250 448,063
Teucrium Commodity Trust - Combined [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Sugar Futures Contracts [Member]    
Derivative assets 233,979 184,319
Derivative liabilities 47,656 67,133
Teucrium Commodity Trust - Combined [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 604,475
Derivative liabilities 3,985,400 3,200,525
Teucrium Commodity Trust - Combined [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Corn Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Soybean Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Sugar Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Corn Futures Contracts [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 1,297,288 1,962,050
Teucrium Commodity Trust - Combined [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Soybean Futures Contracts [Member]    
Derivative assets 228,400 0
Derivative liabilities 39,250 448,063
Teucrium Commodity Trust - Combined [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Sugar Futures Contracts [Member]    
Derivative assets 233,979 184,319
Derivative liabilities 47,656 67,133
Teucrium Commodity Trust - Combined [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 604,475
Derivative liabilities 3,985,400 3,200,525
Teucrium Commodity Trust - Combined [Member] | Futures Contracts Available for Offset [Member] | Corn Futures Contracts [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 107,363 120,487
Teucrium Commodity Trust - Combined [Member] | Futures Contracts Available for Offset [Member] | Soybean Futures Contracts [Member]    
Derivative assets 39,250 0
Derivative liabilities 39,250 0
Teucrium Commodity Trust - Combined [Member] | Futures Contracts Available for Offset [Member] | Sugar Futures Contracts [Member]    
Derivative assets 47,656 67,133
Derivative liabilities 47,656 67,133
Teucrium Commodity Trust - Combined [Member] | Futures Contracts Available for Offset [Member] | Wheat Futures Contracts [Member]    
Derivative assets   604,475
Derivative liabilities 0 604,475
Teucrium Commodity Trust - Combined [Member] | Collateral, Due To Broker [Member] | Corn Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 1,189,925 1,841,563
Teucrium Commodity Trust - Combined [Member] | Collateral, Due To Broker [Member] | Soybean Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Collateral, Due To Broker [Member] | Sugar Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Commodity Trust - Combined [Member] | Collateral, Due To Broker [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 3,985,400 2,596,050
Teucrium Corn Fund [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 1,297,288 1,962,050
Teucrium Corn Fund [Member] | Corn Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Corn Fund [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Corn Futures Contracts [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 1,297,288 1,962,050
Teucrium Corn Fund [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Corn Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Corn Fund [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Corn Futures Contracts [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 1,297,288 1,962,050
Teucrium Corn Fund [Member] | Futures Contracts Available for Offset [Member] | Corn Futures Contracts [Member]    
Derivative assets 107,363 120,487
Derivative liabilities 107,363 120,487
Teucrium Corn Fund [Member] | Collateral, Due To Broker [Member] | Corn Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 1,189,925 1,841,563
Teucrium Soybean Fund [Member]    
Derivative assets 228,400 0
Derivative liabilities 39,250 448,063
Teucrium Soybean Fund [Member] | Soybean Futures Contracts [Member]    
Derivative assets 189,150 0
Derivative liabilities 0 0
Teucrium Soybean Fund [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Soybean Futures Contracts [Member]    
Derivative assets 228,400 0
Derivative liabilities 39,250 448,063
Teucrium Soybean Fund [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Soybean Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Soybean Fund [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Soybean Futures Contracts [Member]    
Derivative assets 228,400 0
Derivative liabilities 39,250 448,063
Teucrium Soybean Fund [Member] | Futures Contracts Available for Offset [Member] | Soybean Futures Contracts [Member]    
Derivative assets 39,250 0
Derivative liabilities 39,250 0
Teucrium Soybean Fund [Member] | Collateral, Due To Broker [Member] | Soybean Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Sugar Fund [Member]    
Derivative assets 233,979 184,319
Derivative liabilities 47,656 67,133
Teucrium Sugar Fund [Member] | Sugar Futures Contracts [Member]    
Derivative assets 0 117,186
Derivative liabilities 0 0
Teucrium Sugar Fund [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Sugar Futures Contracts [Member]    
Derivative assets 233,979 184,319
Derivative liabilities 47,656 67,133
Teucrium Sugar Fund [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Sugar Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Sugar Fund [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Sugar Futures Contracts [Member]    
Derivative assets 233,979 184,319
Derivative liabilities 47,656 67,133
Teucrium Sugar Fund [Member] | Futures Contracts Available for Offset [Member] | Sugar Futures Contracts [Member]    
Derivative assets 0 67,133
Derivative liabilities 47,656 67,133
Teucrium Sugar Fund [Member] | Collateral, Due To Broker [Member] | Sugar Futures Contracts [Member]    
Derivative assets 186,323 0
Derivative liabilities 0 0
Teucrium Wheat Fund [Member]    
Derivative assets 0 604,475
Derivative liabilities 3,985,400 3,200,525
Teucrium Wheat Fund [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Wheat Fund [Member] | Gross Amount Of Recognized Assets Or Liabilities [Member] | Wheat Futures Contracts [Member]    
Derivative assets 3,985,400 604,475
Derivative liabilities 0 0
Teucrium Wheat Fund [Member] | Gross Amount Offset In The Statement Of Assets And Liabilities [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 0
Derivative liabilities 0 0
Teucrium Wheat Fund [Member] | Net Amount Presented In the Statement Of Assets And Liabilities [Member] | Wheat Futures Contracts [Member]    
Derivative assets 3,985,400 604,475
Derivative liabilities 0 3,200,525
Teucrium Wheat Fund [Member] | Futures Contracts Available for Offset [Member] | Wheat Futures Contracts [Member]    
Derivative assets 0 604,475
Derivative liabilities 0 604,475
Teucrium Wheat Fund [Member] | Collateral, Due To Broker [Member] | Wheat Futures Contracts [Member]    
Derivative assets 3,985,400 0
Derivative liabilities $ 0 $ 2,596,050
XML 73 R36.htm IDEA: XBRL DOCUMENT v3.19.1
Derivative Instruments and Hedging Activities (Details 1) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Realized (Loss) Gain on Commodity Futures Contracts $ (4,923,623) $ (13,335,506) $ (16,163,531)
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts (31,362) 414,818 508,136
Teucrium Commodity Trust - Combined [Member] | Corn Futures Contracts [Member]      
Realized (Loss) Gain on Commodity Futures Contracts (3,025,313) (5,603,513) (9,438,913)
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts 651,638 (380,763) 2,447,750
Teucrium Commodity Trust - Combined [Member] | Soybean Futures Contracts [Member]      
Realized (Loss) Gain on Commodity Futures Contracts (2,085,438) 8,425 939,088
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts 637,213 (793,538) 567,962
Teucrium Commodity Trust - Combined [Member] | Sugar Futures Contracts [Member]      
Realized (Loss) Gain on Commodity Futures Contracts (2,314,984) (2,435,305) 1,967,694
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts 69,137 263,581 (510,451)
Teucrium Commodity Trust - Combined [Member] | Wheat Futures Contracts [Member]      
Realized (Loss) Gain on Commodity Futures Contracts 2,502,112 (5,305,113) (9,631,400)
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts (1,389,350) 1,325,538 (1,997,125)
Teucrium Corn Fund [Member]      
Realized (Loss) Gain on Commodity Futures Contracts (3,025,313) (5,603,513) (9,438,913)
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts 651,638 (380,763) 2,447,750
Teucrium Soybean Fund [Member]      
Realized (Loss) Gain on Commodity Futures Contracts (2,085,438) 8,425 939,088
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts 637,213 (793,538) 567,962
Teucrium Sugar Fund [Member]      
Realized (Loss) Gain on Commodity Futures Contracts (2,314,984) (2,435,305) 1,967,694
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts 69,137 263,581 (510,451)
Teucrium Wheat Fund [Member]      
Realized (Loss) Gain on Commodity Futures Contracts 2,502,112 (5,305,113) (9,631,400)
Net Change in Unrealized Appreciation or Depreciation on Commodity Futures Contracts $ (1,389,350) $ 1,325,538 $ (1,997,125)
XML 74 R37.htm IDEA: XBRL DOCUMENT v3.19.1
Derivative Instruments and Hedging Activities (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Commodity Trust - Combined [Member]      
Derivative Average Notional Amount $ 169,000,000 $ 153,900,000 $ 132,400,000
Teucrium Corn Fund [Member]      
Derivative Average Notional Amount 69,700,000 67,500,000 71,600,000
Teucrium Soybean Fund [Member]      
Derivative Average Notional Amount 21,900,000 13,200,000 12,100,000
Teucrium Sugar Fund [Member]      
Derivative Average Notional Amount 12,300,000 7,100,000 6,100,000
Teucrium Wheat Fund [Member]      
Derivative Average Notional Amount $ 65,000,000 $ 66,000,000 $ 42,500,000
XML 75 R38.htm IDEA: XBRL DOCUMENT v3.19.1
Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Details) - Teucrium Commodity Trust - Combined [Member] - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Net assets $ 150,251,160 $ 142,946,752 $ 153,957,187 $ 99,601,487
Teucrium Corn Fund [Member]        
Outstanding Shares 3,500,004 3,875,004    
Net Assets $ 56,379,057 $ 64,901,479    
Teucrium Soybean Fund [Member]        
Outstanding Shares 1,725,004 575,004    
Net Assets $ 27,942,017 $ 10,264,025    
Teucrium Sugar Fund [Member]        
Outstanding Shares 1,525,004 650,004    
Net Assets $ 10,778,739 $ 6,363,710    
Teucrium Wheat Fund [Member]        
Outstanding Shares 9,275,004 10,250,004    
Net Assets $ 55,149,873 $ 61,416,019    
Teucrium Agricultural Fund [Member]        
Net assets including the investment in the Underlying Funds, Outstanding Shares 75,002 50,002    
Net assets including the investment in the Underlying Funds $ 1,524,760 $ 1,137,639    
Less: Investment in the Underlying Funds (1,523,286) (1,136,120)    
Net for the Fund in the combined net assets of the Trust $ 1,474 $ 1,519    
XML 76 R39.htm IDEA: XBRL DOCUMENT v3.19.1
Financial Highlights (Details) - $ / shares
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Corn Fund [Member]      
Net asset value per share at beginning of period $ 16.75 $ 18.77 $ 21.24
Investment income 0.35 0.21 0.11
Net realized and unrealized (loss) gain on commodity futures contracts (0.39) (1.55) (1.75)
Total net expenses (0.60) (0.68) (0.83)
Net (decrease)increase in net asset value (0.64) (2.02) (2.47)
Net asset value per share at end of period $ 16.11 $ 16.75 $ 18.77
Total Return (3.82%) (10.76%) (11.63%)
Total expenses 3.98% 4.28% 4.74%
Total expense, net 3.58% 3.68% 4.13%
Net investment loss (1.48%) (2.54%) (3.58%)
Teucrium Soybean Fund [Member]      
Net asset value per share at beginning of period $ 17.85 $ 19.08 $ 17.34
Investment income 0.37 0.21 0.1
Net realized and unrealized (loss) gain on commodity futures contracts (1.40) (0.77) 2.41
Total net expenses (0.62) (0.67) (0.77)
Net (decrease)increase in net asset value (1.65) (1.23) 1.74
Net asset value per share at end of period $ 16.20 $ 17.85 $ 19.08
Total Return 9.24% 6.45% 10.03%
Total expenses 5.52% 4.59% 4.61%
Total expense, net 3.66% 3.63% 4.03%
Net investment loss (1.49%) (2.48%) (3.48%)
Teucrium Sugar Fund [Member]      
Net asset value per share at beginning of period $ 9.79 $ 12.97 $ 10.02
Investment income 0.15 0.12 0.06
Net realized and unrealized (loss) gain on commodity futures contracts (2.60) (3.01) 3.17
Total net expenses (0.27) (0.29) (0.28)
Net (decrease)increase in net asset value (2.72) (3.18) 2.95
Net asset value per share at end of period $ 7.07 $ 9.79 $ 12.97
Total Return (27.78%) (24.52%) 29.44%
Total expenses 5.80% 4.62% 4.72%
Total expense, net 3.60% 2.79% 2.29%
Net investment loss (1.56%) (1.68%) (1.77%)
Teucrium Wheat Fund [Member]      
Net asset value per share at beginning of period $ 5.99 $ 6.89 $ 9.15
Investment income 0.13 0.08 0.04
Net realized and unrealized (loss) gain on commodity futures contracts 0.07 (0.73) (1.98)
Total net expenses (0.24) (0.25) (0.32)
Net (decrease)increase in net asset value (0.04) (0.90) (2.26)
Net asset value per share at end of period $ 5.95 $ 5.99 $ 6.89
Total Return (0.67%) (13.06%) (24.70%)
Total expenses 4.13% 4.09% 4.47%
Total expense, net 3.76% 3.60% 4.13%
Net investment loss (1.69%) (2.46%) (3.57%)
Teucrium Agricultural Fund [Member]      
Net asset value per share at beginning of period $ 22.75 $ 26.33 $ 26.59
Net realized and unrealized (loss) gain on commodity futures contracts (2.32) (3.46) (0.12)
Total net expenses (0.10) (0.12) (0.14)
Net (decrease)increase in net asset value (2.42) (3.58) (0.26)
Net asset value per share at end of period $ 20.33 $ 22.75 $ 26.33
Total Return (10.64%) (13.60%) 0.98%
Total expenses 3.77% 3.74% 3.33%
Total expense, net 0.48% 0.50% 0.50%
Net investment loss (0.48%) (0.50%) (0.50%)
XML 77 R40.htm IDEA: XBRL DOCUMENT v3.19.1
Quarterly Financial Data (Unaudited) (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Teucrium Corn Fund [Member]                      
Summary of quarterly financial information                      
Total Income (Loss) $ 1,792,478 $ (1,727,463) $ (6,465,079) $ 5,507,209 $ (2,721,518) $ (4,763,833) $ 910,237 $ 1,369,398 $ (892,853) $ (5,205,716) $ (6,594,484)
Total Expenses 692,119 683,626 754,733 670,883 701,970 729,672 762,626 724,668 2,801,361 2,918,936 3,411,916
Total Expenses, net 582,148 651,503 656,692 630,201 557,064 633,836 628,806 689,668 2,520,544 2,509,374 2,969,583
Net Income (Loss) $ 1,210,330 $ (2,378,966) $ (7,121,771) $ 4,877,008 $ (3,278,582) $ (5,397,669) $ 281,431 $ 679,730 $ (3,413,397) $ (7,715,090) $ (9,564,067)
Net Income (Loss) per share $ (1.49) $ (0.59) $ (1.56) $ 1.24 $ (0.85) $ (1.49) $ 0.08 $ 0.24 $ (0.64) $ (2.02) $ (2.47)
Teucrium Soybean Fund [Member]                      
Summary of quarterly financial information                      
Total Income (Loss) $ 827,947 $ (292,647) $ (2,378,109) $ 854,752 $ (525,746) $ 257,072 $ 98,980 $ (462,474) $ (988,055) $ (632,168) $ 1,572,207
Total Expenses 290,357 424,902 240,283 215,850 217,398 147,452 118,451 126,800 1,171,393 610,101 546,593
Total Expenses, net 243,671 261,424 155,798 115,908 149,366 116,104 106,342 111,800 776,802 483,612 477,679
Net Income (Loss) $ 584,276 $ (554,071) $ (2,533,907) $ 738,844 $ (675,112) $ 140,968 $ (7,362) $ (574,274) $ (1,764,857) $ (1,115,780) $ 1,094,528
Net Income (Loss) per share $ 0.37 $ (0.39) $ (2.82) $ 1.19 $ (0.48) $ 0.23 $ (0.01) $ (0.97) $ (1.65) $ (1.23) $ 1.74
Teucrium Sugar Fund [Member]                      
Summary of quarterly financial information                      
Total Income (Loss) $ 1,678,297 $ (1,857,077) $ (689,717) $ (1,127,935) $ 176,299 $ (120,913) $ (1,575,978) $ (572,243) $ (1,996,430) $ (2,092,835) $ 1,489,291
Total Expenses 170,674 213,470 182,157 141,974 95,467 102,485 79,000 49,635 708,276 326,587 288,309
Total Expenses, net 120,024 142,099 115,948 61,284 49,683 57,299 53,714 36,557 439,356 197,253 140,028
Net Income (Loss) $ 1,558,273 $ (1,999,176) $ (805,665) $ (1,189,219) $ 126,616 $ (178,212) $ (1,629,692) $ (608,800) $ (2,435,786) $ (2,290,088) $ 1,349,263
Net Income (Loss) per share $ 0.44 $ (0.99) $ (0.67) $ (1.50) $ 0.36 $ (0.21) $ (2.15) $ (1.18) $ (2.72) $ (3.18) $ 2.95
Teucrium Wheat Fund [Member]                      
Summary of quarterly financial information                      
Total Income (Loss) $ (2,267,398) $ (533,797) $ 2,560,956 $ 2,696,228 $ (5,201,741) $ (8,961,538) $ 10,004,367 $ 924,694 $ 2,455,989 $ (3,234,218) $ (11,396,927)
Total Expenses 567,581 679,205 772,566 656,128 754,279 714,365 615,698 594,271 2,675,481 2,678,613 1,854,582
Total Expenses, net 521,460 635,374 651,551 632,359 536,977 608,423 615,698 594,271 2,440,745 2,355,369 1,714,554
Net Income (Loss) $ (2,788,858) $ (1,169,171) $ 1,909,405 $ 2,063,869 $ (5,738,718) $ (9,569,961) $ 9,388,669 $ 330,423 $ 15,244 $ (5,589,587) $ (13,111,481)
Net Income (Loss) per share $ (0.29) $ (0.13) $ 0.18 $ 0.2 $ (0.58) $ (1.27) $ 0.91 $ 0.04 $ (0.04) $ (0.90) $ (2.26)
Teucrium Agricultural Fund [Member]                      
Summary of quarterly financial information                      
Total Income (Loss) $ 26,092 $ (80,986) $ (133,431) $ 3,444 $ (37,395) $ (76,451) $ (19,522) $ (39,152) $ (184,882) $ (172,520) $ (6,220)
Total Expenses 14,207 10,539 12,096 18,629 8,565 7,525 7,036 23,355 55,470 46,481 45,259
Total Expenses, net 1,770 1,911 2,010 1,414 1,454 1,538 1,547 1,672 7,104 6,211 6,800
Net Income (Loss) $ 24,322 $ (82,897) $ (135,441) $ 2,030 $ (38,849) $ (77,989) $ (21,069) $ (40,824) $ (191,986) $ (178,731) $ (13,020)
Net Income (Loss) per share $ 0.32 $ (1.10) $ (1.68) $ 0.04 $ (0.78) $ (1.56) $ (0.42) $ (0.82) $ (2.42) $ (3.58) $ (0.26)
EXCEL 78 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�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�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

&PO=V]R:W-H965T&UL4$L! A0#% @ !#%O3H+:EC+0 @ Q@P M !D ( !AI 'AL+W=O&PO=V]R:W-H965T*5 !X;"]W;W)K&UL4$L! A0#% @ !#%O3B[F;F<) @ ;@8 !D M ( !8Y@ 'AL+W=O&PO=V]R:W-H965T M.< !X;"]W;W)K&UL4$L! A0# M% @ !#%O3O"%@SBP @ 3PT !D ( !S)X 'AL+W=O M&PO=V]R:W-H965TK M !X;"]W;W)K&UL4$L! A0#% @ !#%O3H&Z M0G12 P H X !D ( !>:\ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ !#%O3O+&P;Y>!P :2H !D M ( !K+D 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ !#%O3N2ZQ'<;! B!, !D ( ! MS-D 'AL+W=OW@ >&PO=V]R:W-H965T&UL4$L! A0#% M @ !#%O3G/OG]J)!@ X"< !D ( !/>0 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M!#%O3IBW$"K# P 7AL \ ( !'QX" 'AL+W=OLC @!;0V]N=&5N=%]4>7!E <&UL4$L%!@ Q #$ 20T ,0E @ $! end XML 79 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 80 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 81 FilingSummary.xml IDEA: XBRL DOCUMENT 3.19.1 html 669 156 1 false 94 0 false 5 false false R1.htm 00000001 - Document - Document and Entity Information Sheet http://teucrium.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 00000002 - Statement - STATEMENTS OF ASSETS AND LIABILITIES Sheet http://teucrium.com/role/StatementsOfAssetsAndLiabilities STATEMENTS OF ASSETS AND LIABILITIES Statements 2 false false R3.htm 00000003 - Statement - STATEMENTS OF ASSETS AND LIABILITIES (Parenthetical) Sheet http://teucrium.com/role/StatementsOfAssetsAndLiabilitiesParenthetical STATEMENTS OF ASSETS AND LIABILITIES (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - SCHEDULE OF INVESTMENTS Sheet http://teucrium.com/role/ScheduleOfInvestments SCHEDULE OF INVESTMENTS Statements 4 false false R5.htm 00000005 - Statement - SCHEDULE OF INVESTMENTS (Parenthetical) Sheet http://teucrium.com/role/ScheduleOfInvestmentsParenthetical SCHEDULE OF INVESTMENTS (Parenthetical) Statements 5 false false R6.htm 00000006 - Statement - STATEMENTS OF OPERATIONS Sheet http://teucrium.com/role/StatementsOfOperations STATEMENTS OF OPERATIONS Statements 6 false false R7.htm 00000007 - Statement - STATEMENTS OF CHANGES IN NET ASSETS Sheet http://teucrium.com/role/StatementsOfChangesInNetAssets STATEMENTS OF CHANGES IN NET ASSETS Statements 7 false false R8.htm 00000008 - Statement - STATEMENTS OF CASH FLOWS Sheet http://teucrium.com/role/StatementsOfCashFlows STATEMENTS OF CASH FLOWS Statements 8 false false R9.htm 00000009 - Disclosure - Organization and Operation Sheet http://teucrium.com/role/OrganizationAndOperation Organization and Operation Notes 9 false false R10.htm 00000010 - Disclosure - Principal Contracts and Agreements Sheet http://teucrium.com/role/PrincipalContractsAndAgreements Principal Contracts and Agreements Notes 10 false false R11.htm 00000011 - Disclosure - Summary of Significant Accounting Policies Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 11 false false R12.htm 00000012 - Disclosure - Fair Value Measurements Sheet http://teucrium.com/role/FairValueMeasurements Fair Value Measurements Notes 12 false false R13.htm 00000013 - Disclosure - Derivative Instruments and Hedging Activities Sheet http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivities Derivative Instruments and Hedging Activities Notes 13 false false R14.htm 00000014 - Disclosure - Financial Highlights Sheet http://teucrium.com/role/FinancialHighlights Financial Highlights Notes 14 false false R15.htm 00000015 - Disclosure - Quarterly Financial Data (Unaudited) Sheet http://teucrium.com/role/QuarterlyFinancialData Quarterly Financial Data (Unaudited) Notes 15 false false R16.htm 00000016 - Disclosure - Organizational and Offering Costs Sheet http://teucrium.com/role/OrganizationalAndOfferingCosts Organizational and Offering Costs Notes 16 false false R17.htm 00000017 - Disclosure - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust Sheet http://teucrium.com/role/DetailOfNetAssetsAndSharesOutstandingOfFundsThatAreSeriesOfTrust Detail of the net assets and shares outstanding of the Funds that are a series of the Trust Notes 17 false false R18.htm 00000018 - Disclosure - Subsequent Events Sheet http://teucrium.com/role/SubsequentEvents Subsequent Events Notes 18 false false R19.htm 00000019 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://teucrium.com/role/SummaryOfSignificantAccountingPolicies 19 false false R20.htm 00000020 - Disclosure - Organization and Operation (Tables) Sheet http://teucrium.com/role/OrganizationAndOperationTables Organization and Operation (Tables) Tables http://teucrium.com/role/OrganizationAndOperation 20 false false R21.htm 00000021 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://teucrium.com/role/SummaryOfSignificantAccountingPolicies 21 false false R22.htm 00000022 - Disclosure - Fair Value Measurements (Tables) Sheet http://teucrium.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://teucrium.com/role/FairValueMeasurements 22 false false R23.htm 00000023 - Disclosure - Derivative Instruments and Hedging Activities (Tables) Sheet http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesTables Derivative Instruments and Hedging Activities (Tables) Tables http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivities 23 false false R24.htm 00000024 - Disclosure - Financial Highlights (Tables) Sheet http://teucrium.com/role/FinancialHighlightsTables Financial Highlights (Tables) Tables http://teucrium.com/role/FinancialHighlights 24 false false R25.htm 00000025 - Disclosure - Quarterly Financial Data (Unaudited) (Tables) Sheet http://teucrium.com/role/QuarterlyFinancialDataTables Quarterly Financial Data (Unaudited) (Tables) Tables http://teucrium.com/role/QuarterlyFinancialData 25 false false R26.htm 00000026 - Disclosure - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Tables) Sheet http://teucrium.com/role/DetailOfNetAssetsAndSharesOutstandingOfFundsThatAreSeriesOfTrustTables Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Tables) Tables http://teucrium.com/role/DetailOfNetAssetsAndSharesOutstandingOfFundsThatAreSeriesOfTrust 26 false false R27.htm 00000027 - Disclosure - Organization and Operation (Details) Sheet http://teucrium.com/role/OrganizationAndOperationDetails Organization and Operation (Details) Details http://teucrium.com/role/OrganizationAndOperationTables 27 false false R28.htm 00000028 - Disclosure - Principal Contracts and Agreements (Details Narrative) Sheet http://teucrium.com/role/PrincipalContractsAndAgreementsDetailsNarrative Principal Contracts and Agreements (Details Narrative) Details http://teucrium.com/role/PrincipalContractsAndAgreements 28 false false R29.htm 00000029 - Disclosure - Summary of Significant Accounting Policies (Details) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesDetails Summary of Significant Accounting Policies (Details) Details http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesTables 29 false false R30.htm 00000030 - Disclosure - Summary of Significant Accounting Policies (Details 1) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesDetails1 Summary of Significant Accounting Policies (Details 1) Details http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesTables 30 false false R31.htm 00000031 - Disclosure - Summary of Significant Accounting Policies (Details 2) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesDetails2 Summary of Significant Accounting Policies (Details 2) Details http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesTables 31 false false R32.htm 00000032 - Disclosure - Summary of Significant Accounting Policies (Details 3) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesDetails3 Summary of Significant Accounting Policies (Details 3) Details http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesTables 32 false false R33.htm 00000033 - Disclosure - Summary of Significant Accounting Policies (Details Narrative) Sheet http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative Summary of Significant Accounting Policies (Details Narrative) Details http://teucrium.com/role/SummaryOfSignificantAccountingPoliciesTables 33 false false R34.htm 00000034 - Disclosure - Fair Value Measurements (Details) Sheet http://teucrium.com/role/FairValueMeasurementsDetails Fair Value Measurements (Details) Details http://teucrium.com/role/FairValueMeasurementsTables 34 false false R35.htm 00000035 - Disclosure - Derivative Instruments and Hedging Activities (Details) Sheet http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesDetails Derivative Instruments and Hedging Activities (Details) Details http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesTables 35 false false R36.htm 00000036 - Disclosure - Derivative Instruments and Hedging Activities (Details 1) Sheet http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesDetails1 Derivative Instruments and Hedging Activities (Details 1) Details http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesTables 36 false false R37.htm 00000037 - Disclosure - Derivative Instruments and Hedging Activities (Details Narrative) Sheet http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesDetailsNarrative Derivative Instruments and Hedging Activities (Details Narrative) Details http://teucrium.com/role/DerivativeInstrumentsAndHedgingActivitiesTables 37 false false R38.htm 00000038 - Disclosure - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Details) Sheet http://teucrium.com/role/DetailOfNetAssetsAndSharesOutstandingOfFundsThatAreSeriesOfTrustDetails Detail of the net assets and shares outstanding of the Funds that are a series of the Trust (Details) Details http://teucrium.com/role/DetailOfNetAssetsAndSharesOutstandingOfFundsThatAreSeriesOfTrustTables 38 false false R39.htm 00000039 - Disclosure - Financial Highlights (Details) Sheet http://teucrium.com/role/FinancialHighlightsDetails Financial Highlights (Details) Details http://teucrium.com/role/FinancialHighlightsTables 39 false false R40.htm 00000040 - Disclosure - Quarterly Financial Data (Unaudited) (Details) Sheet http://teucrium.com/role/QuarterlyFinancialDataDetails Quarterly Financial Data (Unaudited) (Details) Details http://teucrium.com/role/QuarterlyFinancialDataTables 40 false false All Reports Book All Reports tct-20181231.xml tct-20181231.xsd tct-20181231_cal.xml tct-20181231_def.xml tct-20181231_lab.xml tct-20181231_pre.xml http://xbrl.sec.gov/dei/2018-01-31 http://fasb.org/srt/2018-01-31 http://xbrl.sec.gov/invest/2013-01-31 http://fasb.org/us-gaap/2018-01-31 true true ZIP 83 0001654954-19-002784-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001654954-19-002784-xbrl.zip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end

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�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�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