Item 9A. Controls and Procedures
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, 2022. 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, 2022, the internal control over financial reporting is effective for the Trust and each Fund thereof.
 
Changes in Internal Control over Financial Reporting
 
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.
 
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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, 2022, 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 and DEFI, is obligated to pay a management fee to the Sponsor at an annualized rate of 1.00% of average daily net assets. DEFI is obligated to pay a management fee to the Sponsor at an annualized rate of .94% 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 2022, the Funds recognized $6,630,551 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.
 
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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, 2022, based on information known to the Sponsor.
 
(1)
Title of Class
(2)
Name and Address
of Beneficial Ownership
(3)
Amount and Nature of
Beneficial Ownership
(4)
Percent Class
CORN
TEUCRIUM AGRICULTURAL FUND, BURLINGTON, VT
367,555(1)
6.48%
SOYB
TEUCRIUM AGRICULTURAL FUND, BURLINGTON, VT
348,075(1)
16.19%
CANE
TEUCRIUM AGRICULTURAL FUND, BURLINGTON, VT
1,024,284(1)
40.17%
DEFI
GTS SECURITIES, NEW YORK, NY
44,651(1)
89.30%
 
 
(F)
These individuals and entities have not filed any public reports with the SEC.
 
112
Table of Contents
 
 
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, 2022. 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
1 common units
*
TAGS
Sal Gilbertie
100 common units
*
 
* 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 and Audit Fees and Services
 
Fees paid for services performed by Grant Thornton and PricewaterhouseCoopers, for the years ended December 31, 2022 and December 31, 2021 were:
 
 
 
Year Ended
 
 
Year Ended
 
 
 
 
December 31,
2022
 
 
December 31,
2021
 
 
Audit Fees
 
$
510,195
 
 
$
455,700
 
 
Tax Fees
 
$
672,778
 
 
$
536,835
 
 
 
The Sponsor approved all services provided by Grant Thornton and PricewaterhouseCoopers, above. The Sponsor preapproves all audit, non-audit, tax preparation, and tax accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting firm, including all engagement fees and terms.
 
113
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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:
 
3.1
Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Registrant. (1)
 
 
3.2
Certificate of Trust of the Registrant. (2)
 
 
3.3
Instrument Establishing Teucrium Sugar Fund, Teucrium Wheat Fund, Teucrium Soybean Fund, Teucrium Natural Gas Fund and Teucrium WTI Crude Oil Fund. (3)
 
 
3.4
Instrument Establishing Teucrium Agricultural Fund (4)
 
 
10.1
Form of Authorized Purchaser Agreement. (9)
 
 
10.2
Distribution Services Agreement. (5)
 
 
10.3
Amended and Restated Distribution Services Agreement. (6)
 
 
10.4
Amendment to Amended and Restated Distribution Services Agreement. (7)
 
 
10.5
Second Amendment to Amended and Restated Distribution Services Agreement (8)
 
 
10.6
Third Amendment to Amended and Restated Distribution Services Agreement (10)
 
 
10.7
Fourth Amendment to Amended and Restated Distribution Services Agreement (11)
 
 
10.8
Fifth Amendment to Amended and Restated Distribution Services Agreement (13) 
 
 
10.9
Custody Agreement. (12)
 
 
10.10
First Amendment to the Custody Agreement (14)
 
 
10.11
Fund Accounting Servicing Agreement (12)
 
 
10.12
First Amendment to the Accounting Servicing Agreement (14)
 
 
10.13
Transfer Agent Servicing Agreement (12)
 
 
10.14
First Amendment to the Transfer Agent Servicing Agreement (14)
 
 
10.15
Fund Administration Servicing Agreement (12)
 
 
10.16
First Amendment to the Fund Administration Servicing Agreement (14)
 
 
31.1
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.(15)
 
 
31.2
Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (15)
 
 
32.1
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)
 
 
32.2
Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)
 
114
Table of Contents
 
101.INS
Inline XBRL Instance Document (15)
 
 
101.SCH
Inline XBRL Taxonomy Extension Schema (15)
 
 
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase (15)
 
 
101.DEF
Inline XBRL Taxonomy Definition Linkbase (15)
 
 
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase (15)
 
 
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase (15)
 
 
104
Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)
 
(1)
Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 2 to Registration Statement No. 333-230623, filed on April 26, 2019 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)    
Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on March 10, 2021, and incorporated by reference herein.
 
 
(14)
Previously filed as like-numbered exhibit to Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 16, 2021.
 
 
(15)
Filed herein.
 
115
Table of Contents
 
 
TEUCRIUM COMMODITY TRUST
FINANCIAL STATEMENTS AS OF December 31, 2022
 
Index to Financial Statements
 
Documents
Page
 
TEUCRIUM COMMODITY TRUST
   
Reports of Independent Registered Public Accounting Firm  ( GRANT THORNTON LLP , New York, NY , PCAOB # 248 )
F-2
 
Combined Statements of Assets and Liabilities at December 31, 2022 and 2021
F-3
 
Combined Schedules of Investments at December 31, 2022 and 2021
F-4
 
Combined Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-6
 
Combined Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-7
 
Combined Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-8
 
Notes to Combined Financial Statements
F-9
 
     
TEUCRIUM CORN FUND
   
Reports of Independent Registered Public Accounting Firm  (GRANT THORNTON LLP, New York, NY, PCAOB #248)
F-23
 
Statements of Assets and Liabilities at December 31, 2022 and 2021
F-24
 
Schedules of Investments at December 31, 2022 and 2021
F-25
 
Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-27
 
Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-28
 
Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-29
 
Notes to Financial Statements
F-30
 
     
TEUCRIUM SOYBEAN FUND
   
Reports of Independent Registered Public Accounting Firm (GRANT THORNTON LLP, New York, NY, PCAOB #248)
F-42
 
Statements of Assets and Liabilities at December 31, 2022 and 2021
F-43
 
Schedules of Investments at December 31, 2022 and 2021
F-44
 
Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-46
 
Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-47
 
Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-48
 
Notes to Financial Statements
F-49
 
     
TEUCRIUM SUGAR FUND
   
Reports of Independent Registered Public Accounting Firm (GRANT THORNTON LLP, New York, NY, PCAOB #248)
F-61
 
Statements of Assets and Liabilities at December 31, 2022 and 2021
F-62
 
Schedules of Investments at December 31, 2022 and 2021
F-63
 
Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-65
 
Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-66
 
Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-67
 
Notes to Financial Statements
F-68
 
     
TEUCRIUM WHEAT FUND
   
Reports of Independent Registered Public Accounting Firm (GRANT THORNTON LLP, New York, NY, PCAOB #248)
F-80
 
Statements of Assets and Liabilities at December 31, 2022 and 2021
F-81
 
Schedules of Investments at December 31, 2022 and 2021
F-82
 
Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-84
 
Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-85
 
Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-86
 
Notes to Financial Statements
F-87
 
     
TEUCRIUM AGRICULTURAL FUND
   
Reports of Independent Registered Public Accounting Firm (GRANT THORNTON LLP, New York, NY, PCAOB #248)
F-99
 
Statements of Assets and Liabilities at December 31, 2022 and 2021
F-100
 
Schedules of Investments at December 31, 2022 and 2021
F-101
 
Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-103
 
Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-104
 
Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-105
 
Notes to Financial Statements
F-106
 
     
HASHDEX BITCOIN FUTURES ETF    
Reports of Independent Registered Public Accounting Firm (GRANT THORNTON LLP, New York, NY, PCAOB #248)    
Statements of Assets and Liabilities at December 31, 2022 F-116  
Schedule of Investments at December 31, 2022 F-117  
Statements of Operations from the commencement of operations (September 15, 2022) through December 31, 2022 F-118  
Statements of Changes in Net Assets from the commencement of operations (September 15, 2022) through December 31, 2022 F-119  
Statements of Cash Flows from the commencement of operations (September 15, 2022) through December 31, 2022 F-120  
Notes to Financial Statements F-121  
 
 
F-1
Table of Contents
 
   
     
GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
 
D +1 212 599 0100
F +1 212 370 4520
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Commodity Trust
 
Opinion on the financial statements  
We have audited the accompanying combined statements of assets and liabilities, including the combined schedules of investments, of Teucrium Commodity Trust (a Delaware statutory Trust) (the “Trust”) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 1, 2023 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical audit matters
Critical audit matters are matters arising from the current audit period of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosure that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/ GRANT THORNTON LLP
 
We have served as the Trust’s auditor since 2014.
 
New York, New York
March 1, 2023
     
GT.COM
  Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.    
   
     
GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
 
D +1 212 599 0100
F +1 212 370 4520
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium 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, 2022, 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, 2022, 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, 2022 and our report dated March 1, 2023 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 Annual 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 company’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 company’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 company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 1, 2023
     
GT.COM   Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.    
F-2
Table of Contents
 
 
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
 
    December 31, 2022
    December 31, 2021
 
                 
Assets
               
Cash and cash equivalents
  $ 434,062,296     $ 252,211,943  
Interest receivable
    317,351       16,982  
Other assets
    9,069       1,000  
Capital shares receivable
    1,344,830       -  
Equity in trading accounts:
               
Commodity and cryptocurrency futures contracts
    8,207,381       13,415,301  
Due from broker
    61,563,417       613,126  
Total equity in trading accounts
    69,770,798       14,028,427  
Total assets
  $ 505,504,344     $ 266,258,352  
                 
Liabilities
               
Management fee payable to Sponsor
  $ 432,882     $ 227,779  
Other liabilities
    78,880       129,453  
Payable for Shares redeemed
    10,183,915       -  
Equity in trading accounts:
               
Commodity and cryptocurrency futures contracts
    29,433,069       735,475  
Due to broker
    -       888,877  
Total equity in trading accounts
    29,433,069       1,624,352  
Total liabilities
    40,128,746       1,981,584  
                 
Net Assets
  $ 465,375,598     $ 264,276,768  
 
The accompanying notes are an integral part of these financial statements.
 
F-3
Table of Contents
 
 
TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2022
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    4.105 %   $ 28,382,122     $ 28,382,122       6.10 %
    28,382,122  
Goldman Sachs Financial Square Government Fund - Institutional Class
    4.140 %     160,258,295       160,258,295       34.44       160,258,295  
Total money market funds
          $ 188,640,417     $ 188,640,417       40.54 %
       
 
 
  Maturity
                          Percentage of
    Principal
 
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Amount
 
Commercial Paper
                                         
American Electric Power Company, Inc.
January 17, 2023
    4.565 %   $ 4,968,750     $ 4,990,000       1.07 %
    5,000,000  
Brookfield Infrastructure Holdings (Canada) Inc.
January 17, 2023
    4.742 %     14,877,488       14,968,886       3.22       15,000,000  
Brookfield Infrastructure Holdings (Canada) Inc.
January 17, 2023
    4.734 %     4,959,225       4,989,644       1.07       5,000,000  
CNH Industrial Capital LLC
January 23, 2023
    4.566 %     9,935,000       9,972,500       2.14       10,000,000  
CNH Industrial Capital LLC
February 13, 2023
    4.780 %     9,899,472       9,943,862       2.14       10,000,000  
Crown Castle Inc.
January 10, 2023
    4.877 %     7,443,000       7,491,000       1.61       7,500,000  
Crown Castle Inc.
January 12, 2023
    4.765 %     12,449,410       12,482,050       2.68       12,500,000  
Entergy Corporation
January 4, 2023
    4.311 %     9,926,808       9,996,460       2.15       10,000,000  
General Motors Financial Company, Inc.
January 10, 2023
    4.276 %     12,400,060       12,486,207       2.68       12,500,000  
General Motors Financial Company, Inc.
January 18, 2023
    4.473 %     7,418,417       7,484,417       1.61       7,500,000  
Glencore Funding LLC
January 10, 2023
    4.506 %     9,934,607       9,988,895       2.15       10,000,000  
Glencore Funding LLC
January 13, 2023
    4.526 %     5,461,843       5,491,823       1.18       5,500,000  
Harley-Davidson Financial Services, Inc.
January 3, 2023
    4.721 %     5,263,032       5,298,631       1.14       5,300,000  
Harley-Davidson Financial Services, Inc.
January 25, 2023
    4.944 %     7,458,402       7,475,650       1.61       7,500,000  
Harley-Davidson Financial Services, Inc.
February 2, 2023
    5.104 %     4,959,561       4,977,688       1.07       5,000,000  
Humana Inc.
January 9, 2023
    4.670 %     7,448,250       7,492,333       1.61       7,500,000  
Hyundai Capital America
January 10, 2023
    4.000 %     9,903,645       9,990,145       2.15       10,000,000  
ITT Inc.
January 19, 2023
    4.475 %     4,965,088       4,988,975       1.07       5,000,000  
Jabil Inc.
January 13, 2023
    5.073 %     4,980,555       4,991,667       1.07       5,000,000  
Oracle Corporation
January 5, 2023
    4.358 %     4,973,125       4,997,611       1.07       5,000,000  
Oracle Corporation
January 17, 2023
    4.361 %     9,931,919       9,980,889       2.14       10,000,000  
V.F. Corporation
January 17, 2023
    4.364 %     4,959,390       4,990,444       1.07       5,000,000  
V.F. Corporation
February 2, 2023
    4.669 %     6,456,811       6,473,422       1.39       6,500,000  
VW Credit, Inc.
January 19, 2023
    4.434 %     7,448,106       7,483,613       1.61       7,500,000  
Walgreens Boots Alliance, Inc.
February 13, 2023
    4.842 %     4,970,188       4,971,512       1.07       5,000,000  
Walgreens Boots Alliance, Inc.
February 28, 2023
    4.827 %     4,959,098       4,961,736       1.07       5,000,000  
Total Commercial Paper
          $ 198,351,250     $ 199,360,060       42.84 %
       
Total Cash Equivalents
                  $ 388,000,477       83.37 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity and Cryptocurrency futures contracts
                               
United States corn futures contracts
                               
CBOT corn futures JUL23
    1,363     $ 1,585,798       0.34 %
  $ 45,779,763  
                                 
United States soybean futures contracts
                               
CBOT soybean futures MAR23
    268       642,912       0.14       20,421,600  
CBOT soybean futures MAY23
    229       807,218       0.17       17,518,500  
CBOT soybean futures NOV23
    289       1,070,240       0.23       20,472,038  
                                 
United States sugar futures contracts
                               
ICE sugar futures MAY23
    401       356,963       0.08       8,407,526  
ICE sugar futures JUL23
    362       554,366       0.12       7,289,811  
                                 
United States wheat futures contracts
                               
CBOT wheat futures JUL23
    1,711       3,160,732       0.68       68,696,650  
                                 
United States CME Bitcoin futures contracts
                               
CME Bitcoin futures JAN23
    6       24,979       0.01       496,050  
CME Bitcoin futures FEB23
    7       4,173       0.00       575,575  
Total commodity and cryptocurrency futures contracts
        $ 8,207,381       1.77 %
  $ 189,657,513  
 
    Number of
            Percentage of
    Notional Amount
 
Description: Liabilities
  Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
                                 
Commodity and Cryptocurrency futures contracts
                               
United States corn futures contracts
                               
CBOT corn futures MAY23
    1,575     $ 751,309       0.16 %
  $ 53,392,500  
CBOT corn futures DEC23
    1,750       2,215,794       0.48       53,440,625  
                                 
United States sugar futures contracts
                               
ICE sugar futures MAR24
    427       85,128       0.02       8,565,278  
                                 
United States wheat futures contracts
                               
CBOT wheat futures MAY23
    2,005       7,079,231       1.52       80,074,688  
CBOT wheat futures DEC23
    1,956       19,301,607       4.15       80,220,450  
Total commodity and cryptocurrency futures contracts
        $ 29,433,069       6.33 %
  $ 275,693,541  
 
                    Percentage of
         
Exchange-traded funds*
  Cost
    Fair Value
    Net Assets
    Shares
 
Teucrium Corn Fund
        $ 9,885,980       2.12 %
    367,555  
Teucrium Soybean Fund
          9,921,042       2.13       348,075  
Teucrium Sugar Fund
          9,745,653       2.09       1,024,284  
Teucrium Wheat Fund
          10,020,023       2.15       1,254,840  
Total exchange-traded funds
  $ 39,425,287     $ 39,572,698       8.49 %
     
 
*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-
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TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2021
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    0.026 %   $ 30,443,449     $ 30,443,449       11.52 %
    30,443,449  
Goldman Sachs Financial Square Government Fund - Institutional Class
    0.030 %     2,525,384       2,525,384       0.96       2,525,384  
Total money market funds
          $ 32,968,833     $ 32,968,833       12.48 %      
 
  Maturity
                          Percentage of
    Principal
 
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Amount
 
Commercial Paper
                                         
Albemarle Corporation
January 31, 2022
    0.181 %   $ 9,996,324     $ 9,998,489       3.78 %
    10,000,000  
Albemarle Corporation
January 11, 2022
    0.200 %     4,998,834       4,999,722       1.89       5,000,000  
Brookfield Infrastructure Holdings (Canada) Inc.
January 25, 2022
    0.170 %     2,499,021       2,499,717       0.95       2,500,000  
Conagra Brands, Inc.
January 5, 2022
    0.160 %     7,497,300       7,499,867       2.84       7,500,000  
Conagra Brands, Inc.
January 18, 2022
    0.150 %     4,998,710       4,999,646       1.89       5,000,000  
General Motors Financial Company, Inc.
January 6, 2022
    0.160 %     4,998,000       4,999,889       1.89       5,000,000  
General Motors Financial Company, Inc.
January 31, 2022
    0.200 %     9,995,111       9,998,333       3.78       10,000,000  
General Motors Financial Company, Inc.
January 3, 2022
    0.160 %     4,998,800       4,999,956       1.89       5,000,000  
Harley-Davidson Financial Services, Inc.
January 13, 2022
    0.167 %     9,996,061       9,999,444       3.78       10,000,000  
Harley-Davidson Financial Services, Inc.
February 1, 2022
    0.170 %     4,997,876       4,999,268       1.89       5,000,000  
Harley-Davidson Financial Services, Inc.
March 2, 2022
    0.250 %     4,997,328       4,997,918       1.89       5,000,000  
Humana Inc.
January 7, 2022
    0.140 %     4,998,425       4,999,883       1.89       5,000,000  
Jabil Inc.
January 20, 2022
    0.250 %     2,499,219       2,499,670       0.95       2,500,000  
Jabil Inc.
February 8, 2022
    0.300 %     7,496,063       7,497,625       2.84       7,500,000  
Jabil Inc.
February 25, 2022
    0.310 %     4,996,900       4,997,632       1.89       5,000,000  
Viatris Inc.
February 11, 2022
    0.250 %     4,997,466       4,998,577       1.89       5,000,000  
Viatris Inc.
February 11, 2022
    0.300 %     4,996,625       4,998,292       1.89       5,000,000  
Viatris Inc.
March 1, 2022
    0.310 %     4,996,986       4,997,460       1.89       5,000,000  
Viatris Inc.
January 21, 2022
    0.200 %     4,998,584       4,999,444       1.89       5,000,000  
WGL Holdings, Inc.
January 12, 2022
    0.220 %     4,998,686       4,999,664       1.89       5,000,000  
WGL Holdings, Inc.
January 6, 2022
    0.187 %     4,998,700       4,999,870       1.89       5,000,000  
Total Commercial Paper
            $ 119,951,019     $ 119,980,366       45.38 %
       
Total Cash Equivalents
                    $ 152,949,199       57.86 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States corn futures contracts
                               
CBOT corn futures MAY22
    1,418     $ 3,767,282       1.43 %
  $ 42,185,500  
CBOT corn futures JUL22
    1,218       196,244       0.07       36,144,150  
CBOT corn futures DEC22
    1,558       1,973,026       0.75       42,533,400  
                                 
United States soybean futures contracts
                               
CBOT soybean futures MAR22
    234       591,547       0.22       15,669,225  
CBOT soybean futures MAY22
    199       1,008,504       0.38       13,422,550  
CBOT soybean futures NOV22
    250       1,084,800       0.41       15,865,625  
                                 
United States sugar futures contracts
                               
ICE sugar futures MAY22
    381       225,299       0.09       7,936,992  
ICE sugar futures MAR23
    392       853,927       0.32       8,091,507  
                                 
United States wheat futures contracts
                               
CBOT wheat futures MAY22
    687       1,809,796       0.68       26,595,488  
CBOT wheat futures DEC22
    686       1,904,876       0.72       26,411,000  
Total commodity futures contracts
          $ 13,415,301       5.07 %
  $ 234,855,437  
 
    Number of
            Percentage of
    Notional Amount
 
Description: Liabilities
  Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
                                 
Commodity futures contracts
                               
United States sugar futures contracts
                               
ICE sugar futures JUL22
    331     $ 80,506       0.03 %
  $ 6,817,541  
                                 
United States wheat futures contracts
                               
CBOT wheat futures JUL22
    593       654,969       0.25       22,667,425  
Total commodity futures contracts
          $ 735,475       0.28 %
  $ 29,484,966  
 
                    Percentage of
         
Exchange-traded funds*
  Cost
    Fair Value
    Net Assets
    Shares
 
Teucrium Corn Fund
        $ 3,537,560       1.34 %
    163,930  
Teucrium Soybean Fund
          3,538,006       1.34       155,374  
Teucrium Sugar Fund
          3,591,878       1.36       389,317  
Teucrium Wheat Fund
          3,510,575       1.33       475,836  
Total exchange-traded funds
  $ 12,799,498     $ 14,178,019       5.37 %
     
 
*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-
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TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF OPERATIONS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Income
                       
Realized and unrealized gain (loss) on trading of commodity and cryptocurrency futures contracts:
                       
Realized (loss) gain on commodity and cryptocurrency futures contracts
  $ ( 43,176,670 )   $ 117,839,481     $ 25,091,898  
Net change in unrealized (depreciation) appreciation on commodity and cryptocurrency futures contracts
    ( 33,905,514 )     ( 29,744,871 )     35,293,415  
Interest income
    10,664,323       541,938       1,350,681  
Total (loss) income
    ( 66,417,861 )     88,636,548       61,735,994  
                         
Expenses
                       
Management fees
    6,630,551       3,246,117       2,185,437  
Professional fees
    1,432,587       1,089,756       1,266,367  
Distribution and marketing fees
    4,075,048       3,281,450       2,826,548  
Custodian fees and expenses
    410,660       363,000       369,293  
Business permits and licenses fees
    157,326       123,465       213,173  
General and administrative expenses
    323,468       301,580       297,679  
Other expenses
    2,147       17       2,811  
Total expenses
    13,031,787       8,405,385       7,161,308  
                         
Expenses waived by the Sponsor
    ( 1,277,037 )     ( 2,183,856 )     ( 1,580,551 )
                         
Total expenses, net
    11,754,750       6,221,529       5,580,757  
                         
Net (loss) income
  $ ( 78,172,611 )   $ 82,415,019     $ 56,155,237  
 
The accompanying notes are an integral part of these financial statements.
 
F-6
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TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Operations
                       
Net (loss) income
  $ ( 78,172,611 )   $ 82,415,019     $ 56,155,237  
Capital transactions
                       
Issuance of Shares
    1,251,138,564       176,346,175       305,719,849  
Redemption of Shares
    ( 945,423,586 )     ( 293,409,949 )     ( 219,645,122 )
Net change in the cost of the Underlying Funds
    ( 26,443,537 )     ( 11,187,671 )     ( 23,367 )
Total capital transactions
    279,271,441       ( 128,251,445 )     86,051,360  
                         
Net change in net assets
    201,098,830       ( 45,836,426 )     142,206,597  
                         
Net assets, beginning of period
    264,276,768       310,113,194       167,906,597  
                         
Net assets, end of period
  $ 465,375,598     $ 264,276,768     $ 310,113,194  
 
The accompanying notes are an integral part of these financial statements.
 
F-7
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TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CASH FLOWS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Cash flows from operating activities:
                       
Net (loss) income
  $ ( 78,172,611 )   $ 82,415,019     $ 56,155,237  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
                       
Net change in unrealized depreciation (appreciation) on commodity and cryptocurrency futures contracts
    33,905,514       29,744,871       ( 35,293,415 )
Changes in operating assets and liabilities:
                       
Due from broker
    ( 60,950,291 )     ( 613,126 )     4,252  
Interest receivable
    ( 300,369 )     -       ( 16,732 )
Other assets
    ( 8,069 )     ( 962 )     9,681  
Due to broker
    ( 888,877 )     ( 26,389,281 )     22,138,032  
Management fee payable to Sponsor
    205,103       ( 36,930 )     122,811  
Payable for purchases of commercial paper
    ( 13,050 )     ( 9,995,298 )     9,995,298  
Other liabilities
    ( 37,523 )     57,885       32,801  
Net cash (used in) provided by operating activities
    ( 106,260,173 )     75,182,178       53,147,965  
                         
Cash flows from financing activities:
                       
Proceeds from sale of Shares
    1,249,793,734       176,654,005       305,412,019  
Redemption of Shares
    ( 935,239,671 )     ( 297,814,864 )     ( 215,240,207 )
Net change in cost of the Underlying Funds
    ( 26,443,537 )     ( 11,187,671 )     ( 23,367 )
Net cash provided by (used in) financing activities
    288,110,526       ( 132,348,530 )     90,148,445  
                         
Net change in cash and cash equivalents
    181,850,353       ( 57,166,352 )     143,296,410  
Cash and cash equivalents, beginning of period
    252,211,943       309,378,295       166,081,885  
Cash and cash equivalents, end of period
  $ 434,062,296     $ 252,211,943     $ 309,378,295  
 
The accompanying notes are an integral part of these financial statements.
 
F-8
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NOTES TO FINANCIAL STATEMENTS
December 31, 2022
 
 
Note 1 - Organization and Operation
 
Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of six series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), Teucrium Agricultural Fund (“TAGS”) and Hashdex Bitcoin Futures ETF (‘DEFI”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Collectively, CORN, CANE, SOYB, and WEAT are referred to as the “Agricultural Funds”. Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund. The Trust and the Funds operate pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
 
On June 7, 2010, the initial Form S- 1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 7, 2022. This registration statement for CORN registered an indeterminate number of shares.
 
On June 13, 2011, the initial Forms S- 1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $ 2,500,000 , for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 7, 2022. The registration statements for SOYB and CANE registered an indeterminate number of shares each. The current registration statement for WEAT was declared effective on March 9, 2022. This registration statement for WEAT registered an indeterminate number of shares.
 
On February 10, 2012, the Form S- 1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $ 15,000,000 . TAGS began trading on the NYSE Arca on March 28, 2012. The current registration statement for TAGS was declared effective by the SEC on April 7, 2022. This registration statement for TAGS registered an indeterminate number of shares.
 
On September 14, 2022, the Form S- 1 for DEFI was declared effective by the SEC. This registration statement for DEFI registered an indeterminate number of shares. On September 15, 2022, five Creation Baskets for DEFI were issued representing 50,000 shares and $ 1,250,000 .  DEFI began trading on the NYSE Arca on September 16, 2022.
 
Teucrium Trading, LLC is the sponsor (“Sponsor”) of the Trust. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator (“CPO”) registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (“CTA”) with the CFTC effective September 8, 2017.
 
The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10 -K filing. In general, the investment objective of each Fund is to have the daily changes in the Net Asset Value (“NAV”) of each Fund’s shares reflect the daily changes in the specified commodity market for future delivery as measured by the Benchmark. The investment objective of TAGS is to have the daily changes in percentage terms of NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of the four agricultural commodity pools that are series of the Trust and are sponsored by the Sponsor: CORN, WEAT, SOYB, and CANE (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25 % to each Underlying Fund, and the Fund’s assets will be rebalanced to maintain the 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.
 
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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 (“Global Fund Services”) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and 0.0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05 % of average gross assets on the first $500 million, 0.04 % on the next $500 million, 0.03 % on the next $2 billion, and 0.02 % on the balance over $3 billion annually. A combined minimum annual fee of up to $ 47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the combined statements of operations. A summary of these expenses is included below.
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) 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.
 
Marex Capital Markets, Inc. (“Marex”), StoneX Financial Inc. (“StoneX”) and Phillip Capital Inc. (“Phillip Capital”) serve as the Funds’ clearing brokers to execute and clear futures contracts and provide other brokerage-related services. Marex, StoneX  and Phillip Capital are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex, StoneX and Phillip Capital are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts, Marex is paid $ 11.00 per round turn. StoneX is paid $ 2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund does not equal or exceed 20 % return on the StoneX Capital Requirement at 9.6 % of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the combined statements of operations, and a full turn is recognized as a realized loss on the combined statements of operations when a contract is sold. For Bitcoin futures contracts, StoneX is paid $ 10.00 -$ 25.00 per half-turn exclusive of pass through fees for the exchange and NFA.  Phillip Capital is paid $ 35.00 - $ 45.00 per half-turn exclusive of pass through fees for the exchange, NFA, execution fees and platform and exchange data fees.  A summary of these expenses can be found below under the heading, Brokerage Commissions .
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.
 
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The Sponsor employs Thales Capital Partners LLC (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. Thales receives a quarterly fee of $ 18,750 or 0.10 % of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below:
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Amount Recognized for Custody Services
  $ 410,660     $ 363,000     $ 369,293  
Amount of Custody Services Waived
  $ 42,625     $ 120,850     $ 71,342  
                         
Amount Recognized for Distribution Services
  $ 200,313     $ 186,531     $ 180,024  
Amount of Distribution Services Waived
  $ 48,593     $ 94,724     $ 68,140  
                         
Amount Recognized for Wilmington Trust
  $ 3,300     $ 3,300     $ 3,300  
Amount of Wilmington Trust Waived
  $ 550     $ 991     $ 2,215  
                         
Amount Recognized for Thales
  $ 278,958     $ 297,222     $ 116,901  
Amount of Thales Waived
  $ 106,944     $ 153,198     $ 57,988  
 
 
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, TAGS and DEFI. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT,  TAGS and DEFI except for eliminations for TAGS as explained below for the months during which each Fund was in operation.
 
Given the investment objective of TAGS as described in 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 and Cryptocurrency futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Funds seek to earn interest on their assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds seek to earn interest on funds held at the custodian and at other financial institutions at prevailing market rates for such investments.
 
The Sponsor may invest a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilities and in cash and cash equivalents on the combined statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
 
The Sponsor may invest a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
 
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Brokerage Commissions
 
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the years ended December 31, 2022 , 2021 , and 2020 .
 
    CORN
    SOYB
    CANE
    WEAT
    TAGS
    DEFI
    TRUST
 
Year Ending December 31, 2022
  $ 217,050     $ 27,011     $ 33,469     $ 387,999     $ -     $ 2,217     $ 667,746  
Year Ending December 31, 2021
  $ 141,674     $ 29,889     $ 21,123     $ 47,448     $ -     $ -     $ 240,134  
Year Ending December 31, 2020
  $ 149,619     $ 35,880     $ 14,681     $ 40,741     $ 1     $ -     $ 240,922  
 
Income Taxes
 
The Trust is organized and will be operated as a Delaware statutory trust. For federal income tax purposes, each Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704 (d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. Each Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. Therefore, the Funds 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 2019 to 2022 , 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 for the years ended December 31, 2022 , 2021 , 2020 , and 2019 . 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 unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized for the years ending December 31, 2022 , 2021 , 2020 , and 2019 .
 
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.
 
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. (ET) 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. (ET) on the day the order to redeem the basket is properly received.
 
Each Fund receives or pays the proceeds from shares sold or redeemed 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 capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.
 
There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can 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
DEFI:  50,000 shares representing 5 baskets
 
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Cash and Cash Equivalents
 
Cash equivalents are highly liquid investments with original 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 that is included in cash and cash equivalents on the combined statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
 
    As of December 31, 2022
    As of December 31, 2021
    As of December 31, 2020
 
Money Market Funds
  $ 188,640,417     $ 32,968,833     $ 61,121,678  
Demand Deposit Savings Accounts
    46,061,819       99,262,744       95,809,411  
Commercial Paper
    199,360,060       119,980,366       152,447,206  
Total cash and cash equivalents as presented on the combined Statement of Assets and Liabilities
  $ 434,062,296     $ 252,211,943     $ 309,378,295  
 
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, and amounts of brokerage commissions paid and recognized as unrealized losses.
 
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract 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.
 
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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. The principal broker through which the Trust and TAGS can execute securities transactions for TAGS is U.S. Bank N.A.
 
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  Agricultural 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.  DEFI is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to .94% per annum.
 
The Agricultural Funds generally pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including 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. Such expenses are primarily included as distribution and marketing fees in the financial statements of each Fund.
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Recognized Related Party Transactions
  $ 2,721,842     $ 2,321,539     $ 2,279,672  
Waived Related Party Transactions
  $ 518,599     $ 1,052,715     $ 775,432  
 
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
    DEFI
    Trust
 
Year Ended December 31, 2022
  $ 345,855     $ 89,562     $ 78,237     $ 425,164     $ 262,928     $ 75,291     $ 1,277,037  
Year Ended December 31, 2021
  $ 1,060,261     $ 576,014     $ 134,294     $ 307,565     $ 105,722     $ -     $ 2,183,856  
Year Ended December 31, 2020
  $ 849,396     $ 399,518     $ 210,614     $ 81,190     $ 39,833     $ -     $ 1,580,551  
 
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.
 
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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 WEAT and DEFI, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as “financial instruments.” Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities 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.
 
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On December 31, 2022 and 2021 , 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 quarter ended June 30, 2021, Corn Futures Contracts for the Sep21 CBOT corn futures and the Dec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust, CORN and TAGS classified these as level 2 assets. The financial statements of CORN including TAGS, due to the NAV adjustment for the Underlying CORN holdings, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 711,275 for CORN. The Corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
 
For the quarter ended March 31, 2021, Corn Futures Contracts for the Jul21 CBOT corn futures, Sep21 CBOT corn futures, Dec21 CBOT corn futures, Jul21 CBOT soybean futures, and the Nov21 CBOT soybean futures, settled in a “limit up” condition. Accordingly, the Trust, CORN, and SOYB classified these as Level 2 assets. The financial statements of these funds including TAGS, due to the NAV adjustment for each of these Underlying Funds, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 3,371,513 for CORN and $ 279,750 for SOYB. The Soybean futures contracts transferred back to a Level 1 asset for the period ended June 30, 2021, and the Sep21 and Dec21 corn futures contracts remained a Level 2 asset as described above.
 
For the quarter ending June 30, 2020, the DEC21 Wheat Futures Contracts traded on the CBOT did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as Level 2 assets. The DEC21 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2020. The value of these contracts was $ 533,160 , these transferred back to a Level 1 asset for the quarter ending September 30, 2020.
 
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”) 2022 - 03, related to fair value measurement (Topic 820 ) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was adopted early for the quarter ended June 30, 2022; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2021 - 05: “Leases (Topic 842 ).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day- one loss. The amendment was adopted early for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2020 - 10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
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The FASB issued ASU 2020 - 02: “Financial Instruments Credit Losses (Topic 326 ) and Leases (Topic 842 ): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016 - 02, Leases (Topic 842 ). The amendment updates and adds language to ASU 2016 - 02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2020 - 01: Investments Equity Securities (Topic 321 ), Investments Equity Method and Joint Ventures (Topic 323 ), and Derivatives and Hedging (Topic 815 ) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
The FASB issued ASU 2019 - 01: "Leases (Topic 842 ): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments were adopted for the quarter ended September 30, 2020; 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 - 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 were adopted for the quarter ended March 31, 2020; 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. The amendments were adopted for the quarter ended September 30, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
 
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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, 2022 and December 31, 2021 :
 
December 31, 2022
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Cash Equivalents
  $ 388,000,477     $ -     $ -     $ 388,000,477  
Commodity and Cryptocurrency Futures Contracts
                               
Corn futures contracts
    1,585,798       -       -       1,585,798  
Soybean futures contracts
    2,520,370       -       -       2,520,370  
Sugar futures contracts
    911,329       -       -       911,329  
Wheat futures contracts
    3,160,732       -       -       3,160,732  
Bitcoin futures contracts
    29,152       -       -       29,152  
Total
  $ 396,207,858     $ -     $ -     $ 396,207,858  
 
Liabilities:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Commodity and Cryptocurrency Futures Contracts
                               
Corn futures contracts
  $ 2,967,103     $ -     $ -     $ 2,967,103  
Sugar futures contracts
    85,128       -       -       85,128  
Wheat futures contracts
    26,380,838       -       -       26,380,838  
Total
  $ 29,433,069     $ -     $ -     $ 29,433,069  
 
December 31, 2021
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2021
 
Cash Equivalents
  $ 152,949,199     $ -     $ -     $ 152,949,199  
Commodity Futures Contracts
                               
Corn futures contracts
    5,936,552       -       -       5,936,552  
Soybean futures contracts
    2,684,851       -       -       2,684,851  
Sugar futures contracts
    1,079,226       -       -       1,079,226  
Wheat futures contracts
    3,714,672       -       -       3,714,672  
Total
  $ 166,364,500     $ -     $ -     $ 166,364,500  
 
Liabilities:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2021
 
Commodity Futures Contracts
                               
Sugar futures contracts
  $ 80,506     $ -     $ -     $ 80,506  
Wheat futures contracts
    654,969       -       -       654,969  
Total
  $ 735,475     $ -     $ -     $ 735,475  
 
For the years ended December 31, 2022 and 2021 , the Funds did not have any significant transfers between any of the levels of the fair value hierarchy. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a 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 periods being reported.
 
 
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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.
 
 
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, 2022 and 2021 , the Funds invested only in commodity and cryptocurrency futures contracts specifically related to each Fund.
 
Futures Contracts
 
The Funds are subject to commodity and cryptocurrency price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts may reduce the Funds’ exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to each Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB 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 FCMs, Marex and StoneX as of December 31, 2022 and 2021 . *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2022
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Assets
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due to Broker
    Net Amount
 
Commodity and Cryptocurrency Price
                                               
Corn futures contracts
  $ 1,585,798     $ -     $ 1,585,798     $ 1,585,798     $ -     $ -  
Soybean futures contracts
  $ 2,520,370     $ -     $ 2,520,370     $ -     $ -     $ 2,520,370  
Sugar futures contracts
  $ 911,329     $ -     $ 911,329     $ 85,128     $ -     $ 826,201  
Wheat futures contracts
  $ 3,160,732     $ -     $ 3,160,732     $ 3,160,732     $ -     $ -  
Bitcoin futures contracts
  $ 29,152     $ -     $ 29,152     $ -     $ -     $ 29,152  
 
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Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2022
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Liabilities
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due from Broker*
    Net Amount
 
Commodity and Cryptocurrency Price
                                               
Corn futures contracts
  $ 2,967,103     $ -     $ 2,967,103     $ 1,585,798     $ 1,381,305     $ -  
Sugar futures contracts
  $ 85,128     $ -     $ 85,128     $ 85,128     $ -     $ -  
Wheat futures contracts
  $ 26,380,838     $ -     $ 26,380,838     $ 3,160,732     $ 23,220,106     $ -  
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
 
    (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
  $ 5,936,552     $ -     $ 5,936,552     $ -     $ -     $ 5,936,552  
Soybean futures contracts
  $ 2,684,851     $ -     $ 2,684,851     $ -     $ 675,169     $ 2,009,682  
Sugar futures contracts
  $ 1,079,226     $ -     $ 1,079,226     $ 80,506     $ -     $ 998,720  
Wheat futures contracts
  $ 3,714,672     $ -     $ 3,714,672     $ 654,969     $ 213,708     $ 2,845,995  
 
Offsetting of Financial Liabilities and Derivative Liabilities as of  December 31, 2021
 
    (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
  $ 80,506     $ -     $ 80,506     $ 80,506     $ -     $ -  
Wheat futures contracts
  $ 654,969     $ -     $ 654,969     $ 654,969     $ -     $ -  
 
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, 2022
 
    Realized Gain (Loss) on Commodity and Cryptocurrency Futures Contracts
    Net Change in Unrealized (Depreciation) Appreciation on Commodity and Cryptocurrency Futures Contracts
 
Commodity and Cryptocurrency Price
               
Corn futures contracts
  $ 28,784,977     $ ( 7,317,857 )
Soybean futures contracts
    10,362,032       ( 164,481 )
Sugar futures contracts
    ( 442,477 )     ( 172,519 )
Wheat futures contracts
    ( 81,457,408 )     ( 26,279,809 )
Bitcoin futures contracts
    ( 423,794 )     29,152  
Total commodity futures contracts
  $ ( 43,176,670 )   $ ( 33,905,514 )
 
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Year ended December 31, 2021
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Depreciation on Commodity Futures Contracts
 
Commodity Price
               
Corn futures contracts
  $ 65,827,118     $ ( 14,218,054 )
Soybean futures contracts
    27,370,674       ( 12,439,375 )
Sugar futures contracts
    6,223,228       ( 408,983 )
Wheat futures contracts
    18,418,461       ( 2,678,459 )
Total commodity futures contracts
  $ 117,839,481     $ ( 29,744,871 )
 
Year ended December 31, 2020
 
    Realized (Loss) Gain on Commodity Futures Contracts
    Net Change in Unrealized Appreciation on Commodity Futures Contracts
 
Commodity Price
               
Corn futures contracts
  $ 5,882,216     $ 19,371,125  
Soybean futures contracts
    14,404,714       14,192,330  
Sugar futures contracts
    ( 656,937 )     1,060,274  
Wheat futures contracts
    5,461,905       669,686  
Total commodity futures contracts
  $ 25,091,898     $ 35,293,415  
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 653.8  million in 2022 , $ 321.8 million in 2021 , and $ 224.9 million in 2020 .
 
 
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. The Funds bear their own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees, and other similar costs.
 
 
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, 2022
 
    Outstanding Shares
    Net Assets
 
Teucrium Corn Fund
    5,675,004     $ 152,638,405  
Teucrium Soybean Fund
    2,050,004       58,429,985  
Teucrium Sugar Fund
    2,550,004       24,262,359  
Teucrium Wheat Fund
    28,675,004       228,972,039  
Hashdex Bitcoin Futures ETF
    50,004       1,070,263  
Teucrium Agricultural Fund:
    1,262,502          
Net assets including the investment in the Underlying Funds
            39,575,245  
Less: Investment in the Underlying Funds
            39,572,698  
Net for the Fund in the combined net assets of the Trust
            2,547  
Total
          $ 465,375,598  
 
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December 31, 2021
 
    Outstanding Shares
    Net Assets
 
Teucrium Corn Fund
    5,600,004     $ 120,846,256  
Teucrium Soybean Fund
    1,975,004       44,972,625  
Teucrium Sugar Fund
    2,475,004       22,834,664  
Teucrium Wheat Fund
    10,250,004       75,621,587  
Teucrium Agricultural Fund:
    525,002          
Net assets including the investment in the Underlying Funds
            14,179,655  
Less: Investment in the Underlying Funds
            ( 14,178,019 )
Net for the Fund in the combined net assets of the Trust
            1,636  
Total
          $ 264,276,768  
 
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.
 
 
Note 8 - Subsequent Events
 
Management has evaluated the financial statements for the year-ended December 31, 2022 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:
 
CORN:
 
Nothing to report.
 
SOYB:
 
The total net assets of the Fund decreased by $ 15,131,868 , or 26 %, for the period December 31, 2022 to February 28, 2023. This was driven by a 23 % decrease in the shares outstanding and a 4 % decrease in the NAV/share.
 
CANE:
 
Nothing to report.
 
WEAT:
 
The total net assets of the Fund decreased by $ 46,724,300 , or 20 %, for the period December 31, 2022 to February 28, 2023. This was driven by an 11 % decrease in the shares outstanding and a 11 % decrease in the NAV/share.
 
TAGS:
 
Nothing to report.
 
DEFI:
 
The total net assets of the Fund increased by $ 431,977 , or 40 %, for the period December 31, 2022 to February 28, 2023. This was driven by a 40 % increase in the NAV/share.
 
 
 
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
 
D +1 212 599 0100
F +1 212 370 4520
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Corn Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Corn Fund (the “Fund”) as of December 31, 2022 and 2021, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 1, 2023 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical audit matters
Critical audit matters are matters arising from the current audit period of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosure that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 1, 2023
 
 
 
GT.COM
 
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
 
 
 
 
 
 
GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
 
D +1 212 599 0100
F +1 212 370 4520
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Corn Fund
 
Opinion on internal control over financial reporting  
We have audited the internal control over financial reporting of Teucrium Corn Fund (the “Fund”) as of December 31, 2022, 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, 2022, 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, 2022 and our report dated March 1, 2023 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 Annual 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 company’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 company’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 company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 1, 2023
 
 
 
GT.COM
 
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
F-23
Table of Contents
 
 
TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
    December 31, 2022
    December 31, 2021
 
                 
Assets
               
Cash and cash equivalents
  $ 142,434,737     $ 115,012,740  
Interest receivable
    125,014       8,614  
Other assets
    854       -  
Capital shares receivable
    1,344,830       -  
Equity in trading accounts:
               
Commodity futures contracts
    1,585,798       5,936,552  
Due from broker
    11,625,331       77,143  
Total equity in trading accounts
    13,211,129       6,013,695  
Total assets
    157,116,564       121,035,049  
                 
Liabilities
               
Management fee payable to Sponsor
    144,877       104,087  
Other liabilities
    21,349       84,706  
Payable for shares redeemed
    1,344,830       -  
Equity in trading accounts:
               
Commodity futures contracts
    2,967,103       -  
Total liabilities
    4,478,159       188,793  
                 
Net assets
  $ 152,638,405     $ 120,846,256  
                 
Shares outstanding
    5,675,004       5,600,004  
                 
Shares authorized
    *       22,425,000  
                 
Net asset value per share
  $ 26.90     $ 21.58  
                 
Market value per share
  $ 26.93     $ 21.54  
 
*On April 7, 2022, the Teucrium Corn Fund registered an indeterminate number of shares for the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31, 2022
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    4.105 %   $ 3,498,444     $ 3,498,444       2.29 %
    3,498,444  
Goldman Sachs Financial Square Government Fund - Institutional Class
    4.140 %     49,057,471       49,057,471       32.14       49,057,471  
Total money market funds
          $ 52,555,915     $ 52,555,915       34.43 %        
 
  Maturity
                          Percentage of
         
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Principal Amount
 
Commercial Paper
                                         
Brookfield Infrastructure Holdings (Canada) Inc.
January 17, 2023
    4.742 %     7,438,744     $ 7,484,443     $ 4.90       7,500,000  
CNH Industrial Capital LLC
January 23, 2023
    4.566 %     2,483,750       2,493,125       1.63       2,500,000  
CNH Industrial Capital LLC
February 13, 2023
    4.780 %     4,949,736       4,971,931       3.26       5,000,000  
Crown Castle Inc.
January 10, 2023
    4.877 %     2,481,000       2,497,000       1.64       2,500,000  
Crown Castle Inc.
January 12, 2023
    4.765 %     4,979,764       4,992,820       3.27       5,000,000  
Entergy Corporation
January 4, 2023
    4.311 %     2,481,702       2,499,115       1.64       2,500,000  
General Motors Financial Company, Inc.
January 10, 2023
    4.618 %     7,449,762       7,491,469       4.91       7,500,000  
General Motors Financial Company, Inc.
January 18, 2023
    4.473 %     2,472,806       2,494,806       1.63       2,500,000  
Harley-Davidson Financial Services, Inc.
January 3, 2023
    4.721 %     2,482,562       2,499,354       1.64       2,500,000  
Harley-Davidson Financial Services, Inc.
January 25, 2023
    4.944 %     7,458,402       7,475,650       4.90       7,500,000  
Harley-Davidson Financial Services, Inc.
February 2, 2023
    5.104 %     2,479,781       2,488,844       1.63       2,500,000  
Hyundai Capital America
January 10, 2023
    4.000 %     2,475,911       2,497,536       1.64       2,500,000  
ITT Inc.
January 19, 2023
    4.475 %     2,482,544       2,494,487       1.63       2,500,000  
Jabil Inc.
January 13, 2023
    5.073 %     4,980,555       4,991,667       3.27       5,000,000  
Oracle Corporation
January 17, 2023
    4.361 %     2,482,980       2,495,222       1.63       2,500,000  
V.F. Corporation
February 2, 2023
    4.669 %     1,986,711       1,991,822       1.30       2,000,000  
Walgreens Boots Alliance, Inc.
February 28, 2023
    4.827 %     2,479,549       2,480,868       1.63       2,500,000  
Total Commercial Paper
            $ 64,046,259     $ 64,340,159       42.15 %
       
Total Cash Equivalents
                    $ 116,896,074       76.58 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States corn futures contracts
                               
CBOT corn futures JUL23
    1,363     $ 1,585,798       1.04 %
  $ 45,779,763  
 
    Number of
            Percentage of
    Notional Amount
 
Description: Liabilities
  Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
                                 
Commodity futures contracts
                               
United States corn futures contracts
                               
CBOT corn futures MAY23
    1,575     $ 751,309       0.49 %
  $ 53,392,500  
CBOT corn futures DEC23
    1,750       2,215,794       1.45       53,440,625  
Total commodity futures contracts
          $ 2,967,103       1.94 %
  $ 106,833,125  
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    0.260 %   $ 11,397,154     $ 11,397,154       9.43 %
    11,397,154  
Goldman Sachs Financial Square Government Fund - Institutional Class
    0.030 %     2,508       2,508       0.00       2,508  
Total money market funds
          $ 11,399,662     $ 11,399,662       9.43 %      
 
  Maturity
                          Percentage of
    Principal
 
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Amount
 
Commercial Paper
                                         
Albemarle Corporation
January 31, 2022
    0.181 %     7,497,243     $ 7,498,867     $ 6.20       7,500,000  
Conagra Brands, Inc.
January 5, 2022
    0.160 %     2,499,000       2,499,955       2.07       2,500,000  
Conagra Brands, Inc.
January 18, 2022
    0.150 %     2,499,355       2,499,823       2.07       2,500,000  
General Motors Financial Company, Inc.
January 6, 2022
    0.160 %     2,499,000       2,499,944       2.07       2,500,000  
General Motors Financial Company, Inc.
January 31, 2022
    0.200 %     3,498,289       3,499,417       2.89       3,500,000  
General Motors Financial Company, Inc.
January 3, 2022
    0.160 %     2,499,400       2,499,978       2.07       2,500,000  
Harley-Davidson Financial Services, Inc.
January 13, 2022
    0.167 %     7,497,046       7,499,583       6.20       7,500,000  
Harley-Davidson Financial Services, Inc.
March 2, 2022
    0.250 %     2,498,664       2,498,959       2.07       2,500,000  
Humana Inc.
January 7, 2022
    0.140 %     4,998,425       4,999,883       4.14       5,000,000  
Jabil Inc.
February 8, 2022
    0.300 %     4,997,375       4,998,417       4.13       5,000,000  
Jabil Inc.
February 25, 2022
    0.310 %     2,498,450       2,498,816       2.07       2,500,000  
Viatris Inc.
February 11, 2022
    0.250 %     4,997,466       4,998,577       4.14       5,000,000  
Viatris Inc.
March 1, 2022
    0.310 %     2,498,493       2,498,730       2.07       2,500,000  
WGL Holdings, Inc.
January 12, 2022
    0.220 %     2,499,343       2,499,832       2.07       2,500,000  
Total Commercial Paper
            $ 53,477,549     $ 53,490,781       44.26 %
       
Total Cash Equivalents
                    $ 64,890,443       53.69 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States corn futures contracts
                               
CBOT corn futures MAY22
    1,418     $ 3,767,282       3.12 %
  $ 42,185,500  
CBOT corn futures JUL22
    1,218       196,244       0.16       36,144,150  
CBOT corn futures DEC22
    1,558       1,973,026       1.63       42,533,400  
Total commodity futures contracts
          $ 5,936,552       4.91 %
  $ 120,863,050  
 
The accompanying notes are an integral part of these financial statements.
 
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Table of Contents
 
 
TEUCRIUM CORN FUND
STATEMENTS OF OPERATIONS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Income
                       
Realized and unrealized gain (loss) on trading of commodity futures contracts:
                       
Realized gain on commodity futures contracts
  $ 28,784,977     $ 65,827,118     $ 5,882,216  
Net change in unrealized (depreciation) appreciation on commodity futures contracts
    ( 7,317,857 )     ( 14,218,054 )     19,371,125  
Interest income
    3,437,856       258,156       603,571  
Total income
    24,904,976       51,867,220       25,856,912  
                         
Expenses
                       
Management fees
    2,121,041       1,505,165       945,485  
Professional fees
    416,723       526,954       534,142  
Distribution and marketing fees
    1,197,419       1,569,853       1,347,461  
Custodian fees and expenses
    110,365       170,890       174,070  
Business permits and licenses fees
    34,477       29,157       78,930  
General and administrative expenses
    113,955       134,708       132,300  
Other expenses
    -       -       2,783  
Total expenses
    3,993,980       3,936,727       3,215,171  
                         
Expenses waived by the Sponsor
    ( 345,855 )     ( 1,060,261 )     ( 849,396 )
                         
Total expenses, net
    3,648,125       2,876,466       2,365,775  
                         
Net income
  $ 21,256,851     $ 48,990,754     $ 23,491,137  
                         
Net gain per share
  $ 5.32     $ 6.04     $ 0.72  
Net gain per weighted average share
  $ 2.66     $ 6.29     $ 3.28  
Weighted average shares outstanding
    8,002,538       7,790,689       7,170,974  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM CORN FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Operations
                       
Net income
  $ 21,256,851     $ 48,990,754     $ 23,491,137  
Capital transactions
                       
Issuance of Shares
    218,911,328       95,586,980       155,612,893  
Redemption of Shares
    ( 208,376,030 )     ( 162,021,015 )     ( 116,034,683 )
Total capital transactions
    10,535,298       ( 66,434,035 )     39,578,210  
Net change in net assets
    31,792,149       ( 17,443,281 )     63,069,347  
                         
Net assets, beginning of period
  $ 120,846,256     $ 138,289,537     $ 75,220,190  
                         
Net assets, end of period
  $ 152,638,405     $ 120,846,256     $ 138,289,537  
                         
Net asset value per share at beginning of period
  $ 21.58     $ 15.54     $ 14.82  
                         
Net asset value per share at end of period
  $ 26.90     $ 21.58     $ 15.54  
 
Creation of Shares
    8,050,000       5,025,000       12,675,000  
Redemption of Shares
    7,975,000       8,325,000       8,850,000  
 
The accompanying notes are an integral part of these financial statements.
 
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Table of Contents
 
 
TEUCRIUM CORN FUND
STATEMENTS OF CASH FLOWS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Cash flows from operating activities:
                       
Net income
  $ 21,256,851     $ 48,990,754     $ 23,491,137  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                       
Net change in unrealized depreciation (appreciation) on commodity futures contracts
    7,317,857       14,218,054       ( 19,371,125 )
Changes in operating assets and liabilities:
                       
Due from broker
    ( 11,548,188 )     ( 77,143 )     4,252  
Interest receivable
    ( 116,400 )     ( 1,271 )     ( 7,237 )
Other assets
    ( 854 )     -       -  
Due to broker
    -       ( 12,973,828 )     12,973,828  
Management fee payable to Sponsor
    40,790       ( 13,777 )     52,631  
Payable for purchases of commercial paper
    -       ( 4,997,847 )     4,997,847  
Other liabilities
    ( 63,357 )     63,047       ( 1,880 )
Net cash provided by operating activities
    16,886,699       45,207,989       22,139,453  
                         
Cash flows from financing activities:
                       
Proceeds from sale of Shares
    217,566,498       95,586,980       155,612,893  
Redemption of Shares
    ( 207,031,200 )     ( 163,963,290 )     ( 114,092,408 )
Net cash provided by (used in) financing activities
    10,535,298       ( 68,376,310 )     41,520,485  
                         
Net change in cash and cash equivalents
    27,421,997       ( 23,168,321 )     63,659,938  
Cash and cash equivalents, beginning of period
    115,012,740       138,181,061       74,521,123  
Cash and cash equivalents, end of period
  $ 142,434,737     $ 115,012,740     $ 138,181,061  
 
The accompanying notes are an integral part of these financial statements.
 
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NOTES TO FINANCIAL STATEMENTS
December 31, 2022
 
 
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 the NAV of the Fund’s Shares reflect the daily changes in the corn market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices 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 registered as a commodity pool operator (“CPO”) and a Commodity Trading Advisor (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
 
On June 7, 2010, the initial Form S- 1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 7, 2022. The registration statement for CORN registered an indeterminate number of shares.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor , may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
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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 (“Global Fund Services”) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and 0.0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05 % of average gross assets on the first $500 million, 0.04 % on the next $500 million, 0.03 % on the next $2 billion, and 0.02 % on the balance over $3 billion annually. A combined minimum annual fee of up to $ 47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) 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 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.
 
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $ 11.00 per round turn. StoneX is paid $ 2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund does not equal or exceed 20 % return on the StoneX Capital Requirement at 9.6 % of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below.
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
 
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The Sponsor employs Thales Capital Partners LLC (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $ 18,750 or 0.10 % of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below:
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Amount Recognized for Custody Services
  $ 110,365     $ 170,890     $ 174,070  
Amount of Custody Services Waived
  $ 4,000     $ 59,872     $ 52,728  
                         
Amount Recognized for Distribution Services
  $ 60,803     $ 88,049     $ 86,151  
Amount of Distribution Services Waived
  $ 17,010     $ 40,063     $ 28,816  
                         
Amount Recognized for Wilmington Trust
  $ 550     $ 1,520     $ 1,511  
Amount of Wilmington Trust Waived
  $ -     $ -     $ 1,511  
                         
Amount Recognized for Thales
  $ 90,561     $ 138,657     $ 56,292  
Amount of Thales Waived
  $ 27,193     $ 80,945     $ 22,621  
 
 
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. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Fund seeks to earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian and at other financial institutions at prevailing market rates for such investments.
 
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
Brokerage Commissions
 
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss as of  December 31, 2020 , 2021 , and 2022 .
 
    CORN
 
Year Ending December 31, 2022
  $ 217,050  
Year Ending December 31, 2021
  $ 141,674  
Year Ending December 31, 2020
  $ 149,619  
 
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Income Taxes
 
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704 (d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund 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 2019 to 2022 , 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, 2022 , 2021 , 2020 , and 2019 . 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 recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2022 , 2021 , 2020 , and 2019 .
 
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.
 
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. (ET) 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. (ET) on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed 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 capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S- 1 filing, 50,000 shares represent 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.
 
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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 original 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 that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
 
    As of December 31, 2022
    As of December 31, 2021
    As of December 31, 2020
 
Money Market Funds
  $ 52,555,915     $ 11,399,662     $ 27,496,317  
Demand Deposit Savings Accounts
    25,538,663       50,122,297       40,210,208  
Commercial Paper
    64,340,159       53,490,781       70,474,536  
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
  $ 142,434,737     $ 115,012,740     $ 138,181,061  
 
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 and amounts of brokerage commissions paid and recognized as unrealized losses.
 
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract 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.
 
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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, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
 
In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The value of over the counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value 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 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, 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 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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
 
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Recognized Related Party Transactions
  $ 827,230     $ 1,095,188     $ 1,089,985  
Waived Related Party Transactions
  $ 149,721     $ 535,622     $ 493,231  
 
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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, 2022
  $ 345,855  
Year Ended December 31, 2021
  $ 1,060,261  
Year Ended December 31, 2020
  $ 849,396  
 
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. 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.
 
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On December 31, 2022 and 2021 , 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 quarter ended June 30, 2021, Corn Futures Contracts for the Sep21 CBOT corn futures and the Dec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust and CORN classified these as level 2 assets. The financial statements of CORN were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 711,275 for CORN. The Corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
 
For the quarter ended March 31, 2021, Corn Futures Contracts for the Jul21 CBOT corn futures, Sep21 CBOT corn futures, and Dec21 CBOT corn futures settled in a “limit up” condition. Accordingly, the Trust and CORN classified these as Level 2 assets. The financial statements of CORN were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 3,371,513 . The Jul21 corn futures transferred back to a Level 1 asset for the period ended June 30, 2021, and the Sep21 and Dec21 corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021. 
 
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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”) 2022 - 03, related to fair value measurement (Topic 820 ) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was adopted early for the quarter ended June 30, 2022; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2021 - 05: “Leases (Topic 842 ).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day- one loss. The amendment was adopted early for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
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The FASB issued ASU 2020 - 10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued 2020 - 02: “Financial Instruments Credit Losses (Topic 326 ) and Leases (Topic 842 ): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016 - 02, Leases (Topic 842 ). The amendment updates and adds language to ASU 2016 - 02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2020 - 01: Investments Equity Securities (Topic 321 ), Investments Equity Method and Joint Ventures (Topic 323 ), and Derivatives and Hedging (Topic 815 ) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2019 - 01: "Leases (Topic 842 ): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments were adopted for the quarter ended September 30, 2020; 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 - 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 were adopted for the quarter ended March 31, 2020; 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. The amendments were adopted for the quarter ended September 30, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
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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, 2022 and December 31, 2021 :
 
December 31, 2022
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Cash Equivalents
  $ 116,896,074     $ -     $ -     $ 116,896,074  
Corn futures contracts
    1,585,798       -       -       1,585,798  
Total
  $ 118,481,872     $ -     $ -     $ 118,481,872  
 
Liabilities:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Corn futures contracts
  $ 2,967,103     $ -     $ -     $ 2,967,103  
 
December 31, 2021
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2021
 
Cash Equivalents
  $ 64,890,443     $ -     $ -     $ 64,890,443  
Corn futures contracts
    5,936,552       -       -       5,936,552  
Total
  $ 70,826,995     $ -     $ -     $ 70,826,995  
 
For the years ended December 31, 2022 and 2021 , 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, 2022 and 2021 , 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 an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
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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 FCMs, Marex  and StoneX as of December 31, 2022 and 2021 . *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2022
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Assets
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due to Broker
    Net Amount
 
Commodity Price
                                               
Corn futures contracts
  $ 1,585,798     $ -     $ 1,585,798     $ 1,585,798     $ -     $ -  
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2022
 
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Liabilities
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due from Broker*
    Net Amount
 
Commodity Price
                                               
Corn futures contracts
  $ 2,967,103     $ -     $ 2,967,103     $ 1,585,798     $ 1,381,305     $ -  
 
Offsetting of Financial Assets and Derivative Assets as of  December 31, 2021
 
    (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
  $ 5,936,552     $ -     $ 5,936,552     $ -     $ -     $ 5,936,552  
 
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, 2022
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Depreciation on Commodity Futures Contracts
 
Commodity Price
               
Corn futures contracts
  $ 28,784,977     $ ( 7,317,857 )
 
Year ended December 31, 2021
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Depreciation on Commodity Futures Contracts
 
Commodity Price
               
Corn futures contracts
  $ 65,827,118     $ ( 14,218,054 )
 
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Year ended December 31, 2020
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Appreciation on Commodity Futures Contracts
 
Commodity Price
               
Corn futures contracts
  $ 5,882,216     $ 19,371,125  
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 212.2  million in 2022 , $ 149.9 million in 2021 , and $ 96.5 million in 2020 .
 
 
Note 6 - Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended . 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, 2022
  December 31, 2021
  December 31, 2020
 
Per Share Operation Performance
                 
Net asset value at beginning of period
$ 21.58   $ 15.54   $ 14.82  
Income (loss) from investment operations:
                 
Investment income
  0.43     0.03     0.08  
Net realized and unrealized gain on commodity futures contracts
  5.34     6.38     0.97  
Total expenses, net
  ( 0.45 )   ( 0.37 )   ( 0.33 )
Net increase in net asset value
  5.32     6.04     0.72  
Net asset value at end of period
$ 26.90   $ 21.58   $ 15.54  
Total Return
  24.64 %
  38.88 %
  4.83 %
Ratios to Average Net Assets (Annualized)
                 
Total expenses
  1.88 %
  2.62 %
  3.40 %
Total expenses, net
  1.72 %
  1.91 %
  2.50 %
Net investment loss
  ( 0.10 )%   ( 1.74 )%
  ( 1.86 )%
 
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
 
 
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. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
 
 
Note 8 - Subsequent Events
 
Management has evaluated the financial statements for the year-ended  December 31, 2022 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:
 
Nothing to report.
 
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
 
D +1 212 599 0100
F +1 212 370 4520
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Soybean Fund
 
Opinion on the financial statements  We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Soybean Fund (the “Fund”) as of December 31, 2022 and 2021, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 1, 2023 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical audit matters
 
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 1, 2023
 
 
 
GT.COM
 
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
 
 
 
 
 
 
GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
 
D +1 212 599 0100
F +1 212 370 4520
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Soybean Fund
 
Opinion on internal control over financial reporting  
We have audited the internal control over financial reporting of Teucrium Soybean Fund (the “Fund”) as of December 31, 2022, 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, 2022, 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, 2022 and our report dated March 1, 2023 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 Annual 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 company’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 company’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 company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 1, 2023
 
 
 
GT.COM
 
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
F-42
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
    December 31, 2022
    December 31, 2021
 
                 
Assets
               
Cash and cash equivalents
  $ 58,212,569     $ 43,019,884  
Interest receivable
    66,135       1,928  
Other assets
    1,160       -  
Equity in trading accounts:
               
Commodity futures contracts
    2,520,370       2,684,851  
Due from broker
    543,205       -  
Total equity in trading accounts
  $ 3,063,575     $ 2,684,851  
Total assets
  $ 61,343,439     $ 45,706,663  
                 
Liabilities
               
Payable for shares redeemed
  $ 2,850,260     $ -  
Management fee payable to Sponsor
    55,430       36,457  
Other liabilities
    7,764       22,412  
Equity in trading accounts:
               
Due to broker
    -       675,169  
Total liabilities
  $ 2,913,454     $ 734,038  
                 
Net assets
  $ 58,429,985     $ 44,972,625  
                 
Shares outstanding
    2,050,004       1,975,004  
                 
Shares available
    *       15,875,000  
                 
Net asset value per share
  $ 28.50     $ 22.77  
                 
Market value per share
  $ 28.50     $ 22.75  
 
*On April 7, 2022, the Teucrium Soybean Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
December 31, 2022
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    4.105 %   $ 10,287,270     $ 10,287,270       17.61 %
    10,287,270  
Goldman Sachs Financial Square Government Fund - Institutional Class
    4.140 %     15,343,772       15,343,772       26.26       15,343,772  
Total money market funds
          $ 25,631,042     $ 25,631,042       43.87 %        
 
  Maturity
                          Percentage of
         
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Principal Amount
 
Commercial Paper
                                         
Brookfield Infrastructure Holdings (Canada) Inc.
January 17, 2023
    4.734 %   $ 4,959,225     $ 4,989,644       8.54 %
    5,000,000  
CNH Industrial Capital LLC
January 23, 2023
    4.566 %     2,483,750       2,493,125       4.27       2,500,000  
Crown Castle Inc.
January 10, 2023
    4.877 %     2,481,000       2,497,000       4.27       2,500,000  
Crown Castle Inc.
January 12, 2023
    4.765 %     2,489,882       2,496,410       4.27       2,500,000  
Entergy Corporation
January 4, 2023
    4.311 %     2,481,702       2,499,115       4.28       2,500,000  
Humana Inc.
January 9, 2023
    4.670 %     2,482,750       2,497,444       4.27       2,500,000  
V.F. Corporation
January 17, 2023
    4.364 %     2,479,695       2,495,222       4.27       2,500,000  
V.F. Corporation
February 2, 2023
    4.669 %     2,483,389       2,489,778       4.26       2,500,000  
VW Credit, Inc.
January 19, 2023
    4.434 %     2,482,702       2,494,538       4.27       2,500,000  
Walgreens Boots Alliance, Inc.
February 13, 2023
    4.842 %     2,485,094       2,485,756       4.25       2,500,000  
Total Commercial Paper
            $ 27,309,189     $ 27,438,032       46.96 %        
Total Cash Equivalents
                    $ 53,069,074       90.83 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States soybean futures contracts
                               
CBOT soybean futures MAR23
    268     $ 642,912       1.10 %
  $ 20,421,600  
CBOT soybean futures MAY23
    229       807,218       1.38       17,518,500  
CBOT soybean futures NOV23
    289       1,070,240       1.82       20,472,038  
Total commodity futures contracts
          $ 2,520,370       4.30 %
  $ 58,412,138  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    0.026 %   $ 8,951,314     $ 8,951,314       19.91 %
    8,951,314  
Goldman Sachs Financial Square Government Fund - Institutional Class
    0.030 %     2,511,180       2,511,180       5.58       2,511,180  
Total money market funds
          $ 11,462,494     $ 11,462,494       25.49 %      
 
 
  Maturity
                          Percentage of
         
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
Commercial Paper
                                         
Albemarle Corporation
January 11, 2022
    0.200 %   $ 2,499,417     $ 2,499,861       5.56 %
    2,500,000  
Conagra Brands, Inc.
January 5, 2022
    0.160 %     2,499,000       2,499,956       5.56       2,500,000  
Conagra Brands, Inc.
January 18, 2022
    0.150 %     2,499,355       2,499,823       5.56       2,500,000  
General Motors Financial Company, Inc.
January 31, 2022
    0.200 %     3,998,044       3,999,333       8.89       4,000,000  
General Motors Financial Company, Inc.
January 3, 2022
    0.160 %     2,499,400       2,499,978       5.56       2,500,000  
Harley-Davidson Financial Services, Inc.
February 1, 2022
    0.170 %     2,498,938       2,499,634       5.56       2,500,000  
Viatris Inc.
February 11, 2022
    0.300 %     2,498,312       2,499,146       5.55       2,500,000  
Viatris Inc.
January 21, 2022
    0.200 %     2,499,292       2,499,722       5.56       2,500,000  
Total Commercial Paper
            $ 21,491,758     $ 21,497,453       47.80 %        
Total Cash Equivalents
                    $ 32,959,947       73.29 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States soybean futures contracts
                               
CBOT soybean futures MAR22
    234     $ 591,547       1.32 %
  $ 15,669,225  
CBOT soybean futures MAY22
    199       1,008,504       2.24       13,422,550  
CBOT soybean futures NOV22
    250       1,084,800       2.41       15,865,625  
Total commodity futures contracts
          $ 2,684,851       5.97 %
  $ 44,957,400  
 
The accompanying notes are an integral part of these financial statements.
 
F-
45
Table of Contents
 
 
TEUCRIUM SOYBEAN FUND
STATEMENTS OF OPERATIONS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Income
                       
Realized and unrealized gain (loss) on trading of commodity futures contracts:
                       
Realized gain on commodity futures contracts
  $ 10,362,032     $ 27,370,674     $ 14,404,714  
Net change in unrealized (depreciation) appreciation on commodity futures contracts
    ( 164,481 )     ( 12,439,375 )     14,192,330  
Interest income
    1,141,422       124,186       261,834  
Total income
    11,338,973       15,055,485       28,858,878  
                         
Expenses
                       
Management fees
    677,727       727,110       580,800  
Professional fees
    140,044       278,476       295,623  
Distribution and marketing fees
    379,076       802,965       675,392  
Custodian fees and expenses
    37,114       91,007       86,875  
Business permits and licenses fees
    21,062       25,359       52,067  
General and administrative expenses
    43,514       79,574       70,720  
Total expenses
    1,298,537       2,004,491       1,761,477  
                         
Expenses waived by the Sponsor
    ( 89,562 )     ( 576,014 )     ( 399,518 )
                         
Total expenses, net
    1,208,975       1,428,477       1,361,959  
                         
Net income
  $ 10,129,998     $ 13,627,008     $ 27,496,919  
                         
Net gain per share
  $ 5.73     $ 3.28     $ 3.64  
Net gain per weighted average share
  $ 4.03     $ 4.11     $ 7.37  
Weighted average shares outstanding
    2,515,004       3,319,593       3,731,425  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Operations
                       
Net income
  $ 10,129,998     $ 13,627,008     $ 27,496,919  
Capital transactions
                       
Issuance of Shares
    60,420,360       26,122,875       110,771,840  
Redemption of Shares
    ( 57,092,998 )     ( 83,956,120 )     ( 77,225,028 )
Total capital transactions
    3,327,362       ( 57,833,245 )     33,546,812  
Net change in net assets
    13,457,360       ( 44,206,237 )     61,043,731  
                         
Net assets, beginning of period
  $ 44,972,625     $ 89,178,862     $ 28,135,131  
                         
Net assets, end of period
  $ 58,429,985     $ 44,972,625     $ 89,178,862  
                         
Net asset value per share at beginning of period
  $ 22.77     $ 19.49     $ 15.85  
                         
Net asset value per share at end of period
  $ 28.50     $ 22.77     $ 19.49  
 
Creation of Shares
    2,200,000       1,225,000       7,600,000  
Redemption of Shares
    2,125,000       3,825,000       4,800,000  
 
The accompanying notes are an integral part of these financial statements.
 
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Table of Contents
 
 
TEUCRIUM SOYBEAN FUND
STATEMENTS OF CASH FLOWS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Cash flows from operating activities:
                       
Net income
  $ 10,129,998     $ 13,627,008     $ 27,496,919  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Net change in unrealized depreciation (appreciation) on commodity futures contracts
    164,481       12,439,375       ( 14,192,330 )
Changes in operating assets and liabilities:
                       
Due from broker
    ( 543,205 )     -       -  
Interest receivable
    ( 64,207 )     3,550       ( 5,436 )
Other assets
    ( 1,160 )     37       4,333  
Due to broker
    ( 675,169 )     ( 10,582,397 )     10,613,758  
Management fee payable to Sponsor
    18,973       ( 39,194 )     52,512  
Payable for purchases of commercial paper
    -       ( 4,997,451 )     4,997,451  
Other liabilities
    ( 14,648 )     3,810       9,681  
Net cash provided by operating activities
    9,015,063       10,454,738       28,976,888  
                         
Cash flows from financing activities:
                       
Proceeds from sale of Shares
    60,420,360       26,122,875       110,771,840  
Redemption of Shares
    ( 54,242,738 )     ( 83,956,120 )     ( 77,225,028 )
Net cash provided by (used in) financing activities
    6,177,622       ( 57,833,245 )     33,546,812  
                         
Net change in cash and cash equivalents
    15,192,685       ( 47,378,507 )     62,523,700  
Cash and cash equivalents, beginning of period
    43,019,884       90,398,391       27,874,691  
Cash and cash equivalents, end of period
  $ 58,212,569     $ 43,019,884     $ 90,398,391  
 
The accompanying notes are an integral part of these financial statements.
 
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NOTES TO FINANCIAL STATEMENTS
December 31, 2022
 
 
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 the NAV of the Fund’s Shares reflect the daily changes in the soybean market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybean Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
 
SOYB Benchmark
 
CBOT Soybeans Futures Contract
Weighting
Second to expire (excluding August & September)
35 %
Third to expire (excluding August & September)
30 %
Expiring in the November following the expiration of the third to expire contract
35 %
 
The Fund commenced investment operations on September 19, 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 registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
 
On June 13, 2011, the initial Form S- 1 for SOYB was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $ 2,500,000 . On September 19, 2011, SOYB started trading on the NYSE Arca. The current registration statement for SOYB was declared effective by the SEC on April 7, 2022. The registration statement for SOYB registered an indeterminate number of shares.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor, may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
 
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 (“Global Fund Services”) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and 0.0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05 % of average gross assets on the first $500 million, 0.04 % on the next $500 million, 0.03 % on the next $2 billion, and 0.02 % on the balance over $3 billion annually. A combined minimum annual fee of up to $ 47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
 
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The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) 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 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.
 
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $ 11.00 per round turn. StoneX is paid $ 2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund does not equal or exceed 20 % return on the StoneX Capital Requirement at 9.6 % of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below. 
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
 
The Sponsor employs Thales Capital Partners LLC (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $ 18,750 or 0.10 % of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below: 
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Amount Recognized for Custody Services
  $ 37,114     $ 91,007     $ 86,875  
Amount of Custody Services Waived
  $ 4,000     $ 30,326     $ 667  
                         
Amount Recognized for Distribution Services
  $ 19,183     $ 46,195     $ 43,517  
Amount of Distribution Services Waived
  $ 3,962     $ 24,812     $ 23,156  
                         
Amount Recognized for Wilmington Trust
  $ 550     $ 631     $ 1,073  
Amount of Wilmington Trust Waived
  $ -     $ 631     $ -  
                         
Amount Recognized for Thales
  $ 27,880     $ 78,988     $ 28,871  
Amount of Thales Waived
  $ -     $ 31,340     $ 21,770  
 
 
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.
 
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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. 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 Fund seeks to earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
 
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
Brokerage Commissions
 
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss as of December 31, 2020 , 2021 , and 2022 .
 
    SOYB
 
Year Ending December 31, 2022
  $ 27,011  
Year Ending December 31, 2021
  $ 29,889  
Year Ending December 31, 2020
  $ 35,880  
 
Income Taxes
 
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704 (d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund 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 2019 to 2022 , 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, 2022 , 2021 , 2020 , and 2019 . 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.
 
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The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2022 , 2021 , 2020 , and 2019 .
 
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.
 
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. (ET) 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. (ET) on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed 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 capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S- 1 filing, 50,000 shares represent 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 original 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 that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
 
    As of December 31, 2022
    As of December 31, 2021
    As of December 31, 2020
 
Money Market Funds
  $ 25,631,042     $ 11,462,494     $ 13,242,009  
Demand Deposit Savings Accounts
    5,143,495       10,059,937       32,671,497  
Commercial Paper
    27,438,032       21,497,453       44,484,885  
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
  $ 58,212,569     $ 43,019,884     $ 90,398,391  
 
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.
 
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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 and amounts of brokerage commissions paid and recognized as unrealized losses.
 
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract 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, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
 
In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The value of over the counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value 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.
 
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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, 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 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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Recognized Related Party Transactions
  $ 261,124     $ 571,585     $ 547,998  
Waived Related Party Transactions
  $ 32,056     $ 288,098     $ 194,347  
 
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, 2022
  $ 89,562  
Year Ended December 31, 2021
  $ 576,014  
Year Ended December 31, 2020
  $ 399,518  
 
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:
 
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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, 2022 and 2021 , 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 quarter ended March 31, 2021, Soybean Futures Contracts for Jul21 CBOT soybean futures, and the Nov21 CBOT soybean futures settled in a “limit up” condition. Accordingly, the Trust and SOYB classified these as Level 2 assets. The adjustment in SOYB resulted in a $ 279,750 increase in the unrealized change in commodity futures contracts in excess of reported CBOT values. These contracts transferred back to a Level 1 asset for the quarter ended June 30, 2021. 
 
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in 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.
 
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New Accounting Pronouncements
 
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022 - 03, related to fair value measurement (Topic 820 ) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was adopted early for the quarter ended June 30, 2022; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2021 - 05: “Leases (Topic 842 ).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day- one loss. The amendment was adopted early for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2020 - 10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued 2020 - 02: “Financial Instruments Credit Losses (Topic 326 ) and Leases (Topic 842 ): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016 - 02, Leases (Topic 842 ). The amendment updates and adds language to ASU 2016 - 02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2020 - 01: Investments Equity Securities (Topic 321 ), Investments Equity Method and Joint Ventures (Topic 323 ), and Derivatives and Hedging (Topic 815 ) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2019 - 01: "Leases (Topic 842 ): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments were adopted for the quarter ended September 30, 2020; 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 - 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 were adopted for the quarter ended March 31, 2020; 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. The amendments were adopted for the quarter ended September 30, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
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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, 2022 and December 31, 2021 :
 
December 31, 2022
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Cash Equivalents
  $ 53,069,074     $ -     $ -     $ 53,069,074  
Soybean futures contracts
    2,520,370       -       -       2,520,370  
Total
  $ 55,589,444     $ -     $ -     $ 55,589,444  
 
December 31, 2021
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2021
 
Cash Equivalents
  $ 32,959,947     $ -     $ -     $ 32,959,947  
Soybean futures contracts
    2,684,851       -       -       2,684,851  
Total
  $ 35,644,798     $ -     $ -     $ 35,644,798  
 
For the years ended December 31, 2022 and 2021 , 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, 2022 and 2021 , the Fund invested only in commodity futures contracts.
 
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Futures Contracts
 
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
 
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB 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 FCMs, Marex and StoneX as of December 31, 2022 and 2021 . *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2022
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Assets
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due to Broker
    Net Amount
 
Commodity Price
                                               
Soybean futures contracts
  $ 2,520,370     $ -     $ 2,520,370     $ -     $ -     $ 2,520,370  
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Assets
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due to Broker
    Net Amount
 
Commodity Price
                                               
Soybean futures contracts
  $ 2,684,851     $ -     $ 2,684,851     $ -     $ 675,169     $ 2,009,682  
 
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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, 2022
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Depreciation on Commodity Futures Contracts
 
Commodity Price
               
Soybean futures contracts
  $ 10,362,032     $ ( 164,481 )
 
Year ended December 31, 2021
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Depreciation on Commodity Futures Contracts
 
Commodity Price
               
Soybean futures contracts
  $ 27,370,674     $ ( 12,439,375 )
 
Year ended December 31, 2020
 
    Realized Gain on Commodity Futures Contracts
    Net Change in Unrealized Appreciation on Commodity Futures Contracts
 
Commodity Price
               
Soybean futures contracts
  $ 14,404,714     $ 14,192,330  
 
Volume of Derivative Activities
 
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 67.3  million in 2022 , $ 70.2 million in 2021 , and $ 61.4 million in 2020 .
 
 
Note 6 - Financial Highlights
 
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2022, 2021 and 2020 . 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, 2022
    December 31, 2021
    December 31, 2020
 
Per Share Operation Performance
                       
Net asset value at beginning of period
  $ 22.77     $ 19.49     $ 15.85  
Income (loss) from investment operations:
                       
Investment income
    0.45       0.04       0.07  
Net realized and unrealized gain on commodity futures contracts
    5.76       3.67       3.94  
Total expenses, net
    ( 0.48 )     ( 0.43 )     ( 0.37 )
Net increase in net asset value
    5.73       3.28       3.64  
Net asset value at end of period
  $ 28.50     $ 22.77     $ 19.49  
Total Return
    25.17 %     16.82 %
    22.98 %
Ratios to Average Net Assets (Annualized)
                       
Total expenses
    1.92 %
    2.76 %
    3.03 %
Total expenses, net
    1.78 %
    1.96 %
    2.34 %
Net investment loss
    ( 0.10 )%     ( 1.79 )%     ( 1.89 )%
 
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
 
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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. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
 
 
Note 8 - Subsequent Events
 
Management has evaluated the financial statements for the year-ended December 31, 2022 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:
 
The total net assets of the Fund decreased by $ 15,131,868 , or 26 %, for the period December 31, 2022 to February 28, 2023. This was driven by a 23 % decrease in the shares outstanding and a 4 % decrease in the NAV/share.
 
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Sugar Fund
 
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Sugar Fund (the “Fund”) as of December 31, 2022 and 2021, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 1, 2023 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical audit matters
 
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/ GRANT THORNTON LLP
 
We have served as the Fund’s auditor since 2014.
 
New York, New York
March 1, 2023
 
 
 
GT.COM
 
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
 
 
 
 
 
 
GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor and Shareholders of
Teucrium Sugar Fund
 
Opinion on internal control over financial reporting  
We have audited the internal control over financial reporting of Teucrium Sugar Fund (the “Fund”) as of December 31, 2022, 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, 2022, 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, 2022 and our report dated March 1, 2023 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 Annual 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 company’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 company’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 company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 1, 2023
 
 
 
GT.COM
 
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
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TEUCRIUM SUGAR FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
    December 31, 2022
    December 31, 2021
 
                 
Assets
               
Cash and cash equivalents
  $ 22,977,480     $ 21,332,902  
Interest receivable
    30,669       1,444  
Other assets
    2,965       -  
Equity in trading accounts:
               
Commodity futures contracts
    911,329       1,079,226  
Due from broker
    447,801       535,983  
Total equity in trading accounts
  $ 1,359,130     $ 1,615,209  
Total assets
  $ 24,370,244     $ 22,949,555  
                 
Liabilities
               
Management fee payable to Sponsor
  $ 20,912     $ 19,490  
Other liabilities
    1,845       14,895  
Equity in trading accounts:
               
Commodity futures contracts
    85,128       80,506  
Total liabilities
  $ 107,885     $ 114,891  
                 
Net assets
  $ 24,262,359     $ 22,834,664  
                 
Shares outstanding
    2,550,004       2,475,004  
                 
Shares available
    *       21,450,000  
                 
Net asset value per share
  $ 9.51     $ 9.23  
                 
Market value per share
  $ 9.53     $ 9.20  
 
*On April 7, 2022, the Teucrium Sugar Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
December 31, 2022
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    4.105 %   $ 5,634,177     $ 5,634,177       23.22 %
    5,634,177  
Goldman Sachs Financial Square Government Fund - Institutional Class
    4.140 %     4,286,322       4,286,322       17.67       4,286,322  
Total Money Market Funds
          $ 9,920,499     $ 9,920,499       40.89 %        
 
  Maturity
                          Percentage of
    Principal
 
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Amount
 
Commercial Paper
                                         
Entergy Corporation
January 4, 2023
    4.311 %   $ 2,481,702     $ 2,499,115       10.30 %
    2,500,000  
General Motors Financial Company, Inc.
January 10, 2023
    4.276 %     2,475,149       2,497,369       10.29       2,500,000  
Glencore Funding LLC
January 13, 2023
    4.526 %     2,482,656       2,496,283       10.29       2,500,000  
VW Credit, Inc.
January 19, 2023
    4.434 %     2,482,702       2,494,537       10.28       2,500,000  
Total Commercial Paper
          $ 9,922,209     $ 9,987,304       41.16 %
       
Total Cash Equivalents
                  $ 19,907,803       82.05 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States sugar futures contracts
                               
ICE sugar futures MAY23
    401     $ 356,963       1.47 %
  $ 8,407,526  
ICE sugar futures JUL23
    362       554,366       2.29       7,289,811  
Total commodity futures contracts
          $ 911,329       3.76 %
  $ 15,697,337  
 
    Number of
            Percentage of
    Notional Amount
 
Description: Liabilities
  Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
                                 
Commodity futures contracts
                               
United States sugar futures contracts
                               
ICE sugar futures MAR24
    427     $ 85,128       0.35 %
  $ 8,565,278  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
 
                            Percentage of
         
Description: Assets
  Yield
    Cost
    Fair Value
    Net Assets
    Shares
 
                                         
Cash equivalents
                                       
Money market funds
                                       
First American Government Obligations Fund - Class X
    0.026 %   $ 4,808,415     $ 4,808,415       21.06 %
    4,808,415  
Goldman Sachs Financial Square Government Fund - Institutional Class
    0.030 %     8,468       8,468       0.04       8,468  
Total Money Market Funds
          $ 4,816,883     $ 4,816,883       21.10 %        
 
  Maturity
                          Percentage of
    Principal
 
  Date
  Yield
    Cost
    Fair Value
    Net Assets
    Amount
 
Commercial Paper
                                         
Jabil Inc.
January 20, 2022
    0.250 %   $ 2,499,219     $ 2,499,670       10.95       2,500,000  
WGL Holdings, Inc.
January 6, 2022
    0.187 %     4,998,700       4,999,870       21.89       5,000,000  
Total Commercial Paper
          $ 7,497,919     $ 7,499,540       32.84 %
       
Total Cash Equivalents
                  $ 12,316,423       53.94 %
       
 
    Number of
            Percentage of
    Notional Amount
 
    Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
Commodity futures contracts
                               
United States sugar futures contracts
                               
ICE sugar futures MAY22
    381     $ 225,299       0.99 %
  $ 7,936,992  
ICE sugar futures MAR23
    392       853,927       3.74       8,091,507  
Total commodity futures contracts
          $ 1,079,226       4.73 %
  $ 16,028,499  
 
    Number of
            Percentage of
    Notional Amount
 
Description: Liabilities
  Contracts
    Fair Value
    Net Assets
    (Long Exposure)
 
                                 
Commodity futures contracts
                               
United States sugar futures contracts
                               
ICE sugar futures JUL22
    331     $ 80,506       0.35 %
  $ 6,817,541  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SUGAR FUND
STATEMENTS OF OPERATIONS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Income
                       
Realized and unrealized gain (loss) on trading of commodity futures contracts:
                       
Realized (loss) gain on commodity futures contracts
  $ ( 442,477 )   $ 6,223,228     $ ( 656,937 )
Net change in unrealized (depreciation) appreciation on commodity futures contracts
    ( 172,519 )     ( 408,983 )     1,060,274  
Interest income
    452,734       27,813       68,866  
Total (loss) income
    ( 162,262 )     5,842,058       472,203  
                         
Expenses
                       
Management fees
    278,028       204,160       104,170  
Professional fees
    77,992       60,302       137,657  
Distribution and marketing fees
    168,266       177,047       158,618  
Custodian fees and expenses
    15,692       18,782       22,168  
Business permits and licenses fees
    28,238       26,423       41,840  
General and administrative expenses
    20,254       22,387       21,585  
Other expenses
    -       8       18  
Total expenses
    588,470       509,109       486,056  
                         
Expenses waived by the Sponsor
    ( 78,237 )     ( 134,294 )     ( 210,614 )
                         
Total expenses, net
    510,233       374,815       275,442  
                         
Net (loss) income
  $ ( 672,495 )   $ 5,467,243     $ 196,761  
                         
Net gain (loss) per share
  $ 0.28     $ 2.51     $ ( 0.32 )
Net (loss) gain per weighted average share
  $ ( 0.22 )   $ 2.28     $ 0.12  
Weighted average shares outstanding
    2,995,004       2,396,442       1,676,917  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SUGAR FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Operations
                       
Net (loss) income
  $ ( 672,495 )   $ 5,467,243     $ 196,761  
Capital transactions
                       
Issuance of Shares
    27,142,395       14,673,718       9,284,965  
Redemption of Shares
    ( 25,042,205 )     ( 10,072,388 )     ( 9,028,815 )
Total capital transactions
    2,100,190       4,601,330       256,150  
Net change in net assets
    1,427,695       10,068,573       452,911  
                         
Net assets, beginning of period
  $ 22,834,664     $ 12,766,091     $ 12,313,180  
                         
Net assets, end of period
  $ 24,262,359     $ 22,834,664     $ 12,766,091  
                         
Net asset value per share at beginning of period
  $ 9.23     $ 6.72     $ 7.04  
                         
Net asset value per share at end of period
  $ 9.51     $ 9.23     $ 6.72  
 
Creation of Shares
    2,800,000       1,700,000       1,575,000  
Redemption of Shares
    2,725,000       1,125,000       1,425,000  
 
The accompanying notes are an integral part of these financial statements.
 
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TEUCRIUM SUGAR FUND
STATEMENTS OF CASH FLOWS
 
    Year ended
    Year ended
    Year ended
 
    December 31, 2022
    December 31, 2021
    December 31, 2020
 
Cash flows from operating activities:
                       
Net (loss) income
  $ ( 672,495 )   $ 5,467,243     $ 196,761  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
                       
Net change in unrealized depreciation (appreciation) on commodity futures contracts
    172,519       408,983       ( 1,060,274 )
Changes in operating assets and liabilities:
                       
Due from broker
    88,182       ( 535,983 )     -  
Interest receivable
    ( 29,225 )     ( 540 )     ( 876 )
Other assets
    ( 2,965 )     -       1,140  
Due to broker
    -       ( 475,661 )     237,753  
Management fee payable to Sponsor
    1,422       9,198       ( 317 )
Other liabilities
    ( 13,050 )     9,000       3,200  
Net cash (used in) provided by operating activities
    ( 455,612 )     4,882,240       ( 622,613 )
                         
Cash flows from financing activities:
                       
Proceeds from sale of Shares
    27,142,395       14,673,718       9,284,965  
Redemption of Shares
    ( 25,042,205 )     ( 10,072,388 )     ( 9,028,815 )
Net cash provided by financing activities
    2,100,190       4,601,330       256,150  
                         
Net change in cash and cash equivalents
    1,644,578       9,483,570       ( 366,463 )
Cash and cash equivalents, beginning of period
    21,332,902       11,849,332       12,215,795  
Cash and cash equivalents, end of period
  $ 22,977,480     $ 21,332,902     $ 11,849,332  
 
The accompanying notes are an integral part of these financial statements.
 
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NOTES TO FINANCIAL STATEMENTS
December 31, 2022
 
 
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.
 
The investment objective of CANE is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the sugar market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices 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 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 registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
 
On June 13, 2011, the initial Form S- 1 for CANE was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $ 2,500,000 . On September 19, 2011, CANE started trading on the NYSE Arca. The current registration statement for CANE was declared effective by the SEC April 7, 2022. The registration statement for CANE registered an indeterminate number of shares.
 
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor, may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
 
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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 (“Global Fund Services”) is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
 
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and 0.0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05 % of average gross assets on the first $500 million, 0.04 % on the next $500 million, 0.03 % on the next $2 billion, and 0.02 % on the balance over $3 billion annually. A combined minimum annual fee of up to $ 47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
 
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) 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 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.
 
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $ 11.00 per round turn. StoneX is paid $ 2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund does not equal or exceed 20 % return on the StoneX Capital Requirement at 9.6 % of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below. 
 
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
 
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The Sponsor employs Thales Capital Partners LLC (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $ 18,750 or 0.10 % of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below: 
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Amount Recognized for Custody Services
  $ 15,692     $ 18,782     $ 22,168  
Amount of Custody Services Waived
  $ 1,068     $ 9,186     $ 10,306  
                         
Amount Recognized for Distribution Services
  $ 8,636     $ 10,036     $ 9,928  
Amount of Distribution Services Waived
  $ 3,331     $ 6,027     $ 6,200  
                         
Amount Recognized for Wilmington Trust
  $ 550     $ 252     $ 139  
Amount of Wilmington Trust Waived
  $ -     $ 252     $ 139  
                         
Amount Recognized for Thales
  $ 12,926     $ 14,554     $ 6,364  
Amount of Thales Waived
  $ 4,427     $ 9,114     $ 4,770  
 
 
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. 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 Fund seeks to earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
 
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
 
Brokerage Commissions
 
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss as of December 31, 2020 , 2021 , and 2022 .
 
    CANE
 
Year Ending December 31, 2022
  $ 33,469  
Year Ending December 31, 2021
  $ 21,123  
Year Ending December 31, 2020
  $ 14,681  
 
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Income Taxes
 
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704 (d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund 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 2019 to 2022 , 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, 2022 , 2021 , 2020 , and 2019 . 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 recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2022 , 2021 , 2020 , and 2019 .
 
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.
 
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. (ET) 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. (ET) on the day the order to redeem the basket is properly received.
 
The Fund receives or pays the proceeds from shares sold or redeemed 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 capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
 
As outlined in the most recent Form S- 1 filing, 50,000 shares represent 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.
 
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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 original 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 that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
 
    As of December 31, 2022
    As of December 31, 2021
    As of December 31, 2020
 
Money Market Funds
  $ 9,920,499     $ 4,816,883     $ 4,153,164  
Demand Deposit Savings Accounts
    3,069,677       9,016,479       5,197,140  
Commercial Paper
    9,987,304       7,499,540       2,499,028  
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
  $ 22,977,480     $ 21,332,902     $ 11,849,332  
 
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 and amounts of brokerage commissions paid and recognized as unrealized losses.
 
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract 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.
 
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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, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
 
In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The value of over the counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value 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, , 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 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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
 
    Year Ended December 31, 2022
    Year Ended December 31, 2021
    Year Ended December 31, 2020
 
Recognized Related Party Transactions
  $ 119,244     $ 124,660     $ 126,960  
Waived Related Party Transactions
  $ 25,739     $ 48,034     $ 50,547  
 
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, 2022
  $ 78,237  
Year Ended December 31, 2021
  $ 134,294  
Year Ended December 31, 2020
  $ 210,614  
 
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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, 2022 and 2021 , 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.
 
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For the years ended December 31, 2022 and 2021 , 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”) 2022 - 03, related to fair value measurement (Topic 820 ) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was adopted early for the quarter ended June 30, 2022; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2021 - 05: “Leases (Topic 842 ).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day- one loss. The amendment was adopted early for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2020 - 10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued 2020 - 02: “Financial Instruments Credit Losses (Topic 326 ) and Leases (Topic 842 ): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016 - 02, Leases (Topic 842 ). The amendment updates and adds language to ASU 2016 - 02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
The FASB issued ASU 2020 - 01: Investments Equity Securities (Topic 321 ), Investments Equity Method and Joint Ventures (Topic 323 ), and Derivatives and Hedging (Topic 815 ) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
 
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The FASB issued ASU 2019 - 01: "Leases (Topic 842 ): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments were adopted for the quarter ended September 30, 2020; 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 - 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 were adopted for the quarter ended March 31, 2020; 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. The amendments were adopted for the quarter ended September 30, 2020; 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, 2022 and December 31, 2021 .
 
December 31, 2022
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Cash Equivalents
  $ 19,907,803     $ -     $ -     $ 19,907,803  
Sugar futures contracts
    911,329       -       -       911,329  
Total
  $ 20,819,132     $ -     $ -     $ 20,819,132  
 
Liabilities:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2022
 
Sugar futures contracts
  $ 85,128     $ -     $ -     $ 85,128  
 
December 31, 2021
 
Assets:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2021
 
Cash Equivalents
  $ 12,316,423     $ -     $ -     $ 12,316,423  
Sugar futures contracts
    1,079,226       -       -       1,079,226  
Total
  $ 13,395,649     $ -     $ -     $ 13,395,649  
 
Liabilities:
  Level 1
    Level 2
    Level 3
    Balance as of December 31, 2021
 
Sugar futures contracts
  $ 80,506     $ -     $ -     $ 80,506  
 
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For the years ended December 31, 2022 and 2021 , 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, 2022 and 2021 , 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 an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
 
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB 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, Marex and StoneX as of December 31, 2022 and 2021 . *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2022
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Assets
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due to Broker
    Net Amount
 
Commodity Price
                                               
Sugar futures contracts
  $ 911,329     $ -     $ 911,329     $ 85,128     $ -     $ 826,201  
 
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Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2022
 
    (i)
    (ii)
    (iii) = (i-ii)
    (iv)
    (v) = (iii)-(iv)
 
                            Gross Amount Not Offset in the Statement of Assets and Liabilities
         
Description
  Gross Amount of Recognized Liabilities
    Gross Amount Offset in the Statement of Assets and Liabilities
    Net Amount Presented in the Statement of Assets and Liabilities
    Futures Contracts Available for Offset
    Collateral, Due from Broker*
    Net Amount
 
Commodity Price
                                               
Sugar futures contracts
  $ 85,128     $ -     $ 85,128     $ 85,128     $ -     $ -  
 
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
 
    (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
  $ 1,079,226     $ -     $ 1,079,226     $ 80,506     $ -     $ 998,720  
 
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2021
 
    (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
  $ 80,506     $ -     $ 80,506     $ 80,506     $ -   &#
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.