ck0001683471-20260429
Teucrium Agricultural
Strategy No K-1 ETF (TILL)
Teucrium No K-1 Corn
ETF (KORN)*
Teucrium 2x Daily Corn
ETF (CXRN)
Teucrium No K-1 Wheat
ETF (WHET)*
Teucrium 2x Daily Wheat
ETF (WXET)
Teucrium No K-1 Sugar
ETF (SUGR)*
Teucrium 2x Daily Sugar
ETF (SXGR)*
Teucrium No K-1 Soybean
ETF (SYBN)*
Teucrium 2x Daily Soybean
ETF (SXBN)*
*The
Fund has not yet commenced operations and is not available for
purchase.
Each,
a series of Listed Funds Trust
Listed
on NYSE
Arca, Inc.
PROSPECTUS
April 30,
2026
These
securities have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the “SEC”) or the U.S. Commodity Futures Trading Commission
(the “CFTC”), nor have the SEC or CFTC passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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| TEUCRIUM
AGRICULTURAL STRATEGY NO K-1 ETF - FUND
SUMMARY |
Investment
Objective
The
Teucrium Agricultural Strategy No K-1 ETF (the “Agriculture Strategy No K-1 ETF”
or the “Fund”) seeks capital appreciation.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
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Other
Expenses2 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
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Less
Fee Waiver1 |
-0.60% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.89% |
1 Teucrium
Investment Advisors,LLC (the “Adviser”), the Fund’s investment adviser, has
contractually agreed to reduce the Fund’s management fee from 1.49% to 0.89% of
the Fund’s average daily net assets until at least April 30, 2027. This
agreement may be terminated only by, or with the consent of, the Fund’s Board of
Trustees (the “Board”).
2 The Adviser also
serves as the investment adviser to the Subsidiary (defined below) and provides
the Subsidiary with the same type of management services, under essentially the
same terms, as it provides the Fund. The Adviser has agreed to waive the
management fee of 1.49% to be paid by the Subsidiary. This waiver will continue
in effect until at least April 30,
2027. This waiver may be terminated only with the approval of
the Subsidiary’s Board of Directors.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The
Example reflects the management fee reduction described in the table above for
the first year only. Although your actual costs may be higher
or lower, based on these assumptions your costs would
be:
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Year |
$91 |
3
Years |
$412 |
5
Years |
$756 |
10
Years |
$1,728 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal year ended December 31, 2025, the Fund’s portfolio turnover rate
was 0% of the average
value of its portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks capital
appreciation by investing primarily in agricultural commodities futures
contracts traded on the Chicago Board of Trade (“CBOT”) or Intercontinental
Exchange Inc. (“ICE”). The Fund’s portfolio holdings will consist of four
commodities futures holdings, one in each of the following commodities: corn,
wheat, soybeans, and sugar (each, a “Component Futures Contract”). The portfolio
will be rebalanced, generally on a monthly basis, in order to maintain
approximately a 25% allocation of the Fund’s assets to each Component Futures
Contract. Unlike many other commodity-based exchange-traded products, the Fund
will not issue its shareholders a Schedule K-1 for tax reporting purposes, which
can increase the complexity of a shareholder’s tax reporting. Instead, the Fund
is designed to be taxed as a conventional mutual fund and will issue a Form 1099
to its shareholders for tax reporting purposes. A consequence of the Fund’s tax
status is that it generally is limited to obtaining its exposure to the
Component Futures Contracts through the Fund’s Subsidiary, which is defined and
discussed in more detail below.
The
Fund will invest indirectly, via a wholly-owned subsidiary of the Fund organized
under the laws of the Cayman Islands (the “Subsidiary”), in commodity futures,
which are standardized futures contracts on commodities traded on the CBOT or
ICE. As the
futures
contracts approach expiration, they may be replaced by similar contracts that
have a later expiration. This process is referred to as “rolling.” Futures
holdings will not be rolled on a predetermined schedule. Instead, prior to
becoming the new spot month, holdings will be rolled within the same commodity
into a position on the futures curve that in the opinion of the Adviser
generates the most optimal yield under prevailing market conditions. At times,
commodities futures with a longer term to expiration may be priced higher than
commodities futures with a shorter term to expiration, which is known as
“contango.” The Adviser generally will attempt to minimize the negative impact
from rolling commodities futures that are in contango when possible as doing so
would result in the Fund selling the expiring contract at a lower price and
buying a longer-term contract at a higher price, producing a negative roll
yield. Conversely, commodities futures with a longer term to expiration may be
priced lower than commodities futures with a shorter term to expiration, known
as “backwardation.” Rolling commodities futures in backwardation generally
involves selling an expiring contract at a higher price and buying a longer-term
contract at a lower price, producing positive roll yield. However, there can be
no guarantee that such a strategy will produce the desired results.
The
Fund expects to gain exposure to commodities futures by investing in the
Subsidiary. The Adviser also serves as the investment adviser to the Subsidiary.
The Fund’s investment in the Subsidiary is intended to provide the Fund with
indirect exposure to commodities futures within the limits of current federal
income tax laws applicable to investment companies such as the Fund, which limit
the ability of investment companies to invest directly in commodities futures.
The Subsidiary has the same investment objective as the Fund, but it may invest
in commodities futures to a greater extent than the Fund. Except as otherwise
noted, for purposes of this Prospectus, references to the Fund’s investments
include the Fund’s indirect investments through the Subsidiary. Because the Fund
intends to elect to be treated as a regulated investment company (“RIC”) under
the Internal Revenue Code of 1986, as amended (the “Code”), the size of the
Fund’s investment in the Subsidiary generally will be limited to 25% of the
Fund’s total assets, tested at the end of each fiscal quarter.
Although
the Fund does not seek leveraged returns, investing in the Component Futures
Contracts may have a leveraging effect on the Fund. The Fund will invest in
cash, cash-like instruments and/or high-quality securities (collectively,
“Collateral”). The Collateral may consist of: (i) U.S. Government securities,
such as bills, notes and bonds issued by the U.S. Treasury; (ii) money market
funds; and/or (iii) corporate debt securities, such as commercial paper and
other short-term unsecured promissory notes issued by businesses that are rated
investment grade or determined by the Adviser to be of comparable quality. Such
Collateral is designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Component Futures Contracts and other
commodities-related investments. Cash and cash equivalents may include
short-term Treasury bills, money market funds, demand deposit account, and
commercial paper.
The
Adviser may determine to modify the extent of the Fund’s exposure to
agricultural commodities in response to extreme market conditions, as determined
in the sole discretion of the Adviser, and to avoid exceeding any position
limits applicable to agricultural commodities futures, including the Component
Futures Contracts, established by the CBOT, ICE, or the CFTC. These position
limits may hinder the Fund’s ability to enter into the desired amount of
Component Futures Contracts at times. Because of the anticipated size of the
Fund’s Component Futures Contracts holdings relative to the size of the futures
market, the Adviser does not anticipate that the CBOT or ICE position limits
will adversely affect the Fund’s ability to seek its target exposure until the
Fund’s assets under management grow significantly. Any determination to modify
the Fund’s exposure to agricultural commodities may cause the Fund to liquidate
its Component Futures Contracts holdings at disadvantageous times or prices,
potentially subjecting the Fund to substantial losses, and prevent the Fund from
achieving its investment objective. There can be no assurance that the Fund will
be able to achieve or maintain its target exposure.
The
Fund will not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, may invest more than 25% of its total assets in
investments that provide exposure to agricultural
commodities.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment,
there is a risk that you could lose all or a portion of your investment in the
Fund. Some or all of these risks may adversely affect the Fund’s
net asset value (“NAV”), trading price, yield, total return and/or ability to
meet its investment objective. The following risks could affect the value
of your investment in the Fund:
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including futures contracts. Such instruments may create enhanced risks for the
Fund and the Adviser’s ability to control the Fund’s level of risk will depend
on the Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer
availability;
various planting, growing, or harvesting problems; severe weather conditions
such as drought, floods, heavy rains, frost, or natural disasters that are
difficult to anticipate and that cannot be controlled. The U.S. prices of
agricultural commodities may be subject to risks relating to the demand and
distribution of such commodities in foreign countries, such as: uncontrolled
fires (including arson); challenges in doing business with foreign companies;
legal and regulatory restrictions; transportation costs; interruptions in energy
supply; currency exchange rate fluctuations; and political and economic
instability. Additionally, demand for agricultural commodities is affected by
changes in consumer tastes, national, regional and local economic conditions,
and demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of corn and soybeans, contracts expiring during the fall are
typically priced lower than contracts expiring in the winter and spring, while
in the case of wheat and sugar, contracts expiring during the spring and early
summer are typically priced lowest). Thus, seasonal fluctuations could result in
an investor incurring losses upon the sale of Shares, particularly if the
investor needs to sell Shares when a Component Futures Contract is, in whole or
part, expiring in the harvest season for the specified commodity.
◦Risks
Specific to Corn. Demand for corn in the United States to produce ethanol has been a
significant factor affecting the price of corn. In turn, demand for ethanol has
tended to increase when the price of gasoline has increased and has been
significantly affected by United States governmental policies designed to
encourage the production of ethanol. Additionally, demand for corn is affected
by changes in consumer tastes, national, regional and local economic conditions,
and demographic trends. Finally, because corn is often used as an ingredient in
livestock feed, demand for corn is subject to risks associated with the outbreak
of livestock disease.
◦Risks
Specific to Wheat. Demand for food products made from wheat flour is affected by changes
in consumer tastes, national, regional and local economic conditions, and
demographic trends. More specifically, demand for such food products in the
United States is relatively unaffected by changes in wheat prices or disposable
income but is closely tied to tastes and preferences. For example, in recent
years the increase in the popularity of low-carbohydrate diets caused the
consumption of wheat flour to decrease rapidly. Export demand for wheat
fluctuates yearly, based largely on crop yields in the importing countries,
which can be impacted by various factors, including geopolitical events in such
countries, such as the ongoing conflict in Ukraine.
◦Risks
Specific to Soybeans. The increased production of soybean crops in South America and the
rising demand for soybeans in emerging nations such as China and India have
increased competition in the soybean market. Like the conversion of corn into
ethanol, soybeans can be converted into biofuels such as biodiesel. Accordingly,
the soybean market has become increasingly affected by demand for biofuels and
related legislation. The supply of soybeans could be reduced by the spread of
soybean rust, a wind-borne fungal disease. Although soybean rust can be killed
with chemicals, chemical treatment increases production costs for farmers. In
addition, because processing soybean oil can create trans-fats, the demand for
soybean oil may decrease due to heightened governmental regulation of trans-fats
or trans-fatty acids. The U.S. Food and Drug Administration currently requires
food manufacturers to disclose levels of trans-fats contained in their products,
and various local governments have enacted or are considering restrictions on
the use of trans-fats in restaurants. Many major food processors have either
switched or indicated an intention to switch to oil products with lower levels
of trans-fats or trans-fatty acids.
◦Risks
Specific to Sugar. The spread of consumerism and the rising
affluence of emerging nations such as China and India have created increased
demand for sugar. An influx of people in developing countries moving from rural
to urban areas may create more disposable income to be spent on sugar products
and might also reduce sugar production in rural areas on account of worker
shortages, all of which could result in upward pressure on sugar prices. In
addition, global demand for sugar to produce ethanol has also been a significant
factor affecting the price of sugar. On the other hand, public health concerns
regarding obesity, heart disease and diabetes, particularly in developed
countries, may reduce demand for sugar. In light of the time it takes to grow
sugarcane and sugar beets and the cost of new facilities for processing these
crops, it may not be possible to increase supply quickly or in a cost-effective
manner in response to an increase in demand.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s clearing
broker could result in a substantial loss of Fund assets. Under current CFTC
regulations, a clearing broker maintains customers’ assets in a bulk segregated
account. If a clearing broker fails to do so or is unable to satisfy a
substantial deficit in a customer account, its other customers may be subject to
risk of loss of their funds in the event of that clearing broker’s bankruptcy.
In that event, the clearing broker’s customers, such as the Fund and the
Subsidiary, are entitled to recover, even in respect of property specifically
traceable to them, only a proportional share of all property available for
distribution to all of that clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt
security is unable to pay interest or repay principal when it is due. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The extent to which the Fund invests in commodity-linked derivatives
may be limited by the qualifying income and asset diversification tests, which
the Fund must continue to satisfy to maintain its status as a RIC. If the Fund
does not qualify as a RIC for any taxable year and certain relief provisions are
not available, the Fund’s taxable income would be subject to tax at the Fund
level and to a further tax at the shareholder level when such income is
distributed. Failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodities futures will cause it to be deemed to
be a commodity pool, thereby subjecting the Fund to regulation under the
Commodity Exchange Act (“CEA”) and CFTC rules. The
Adviser is registered as a Commodity Trading Advisor (“CTA”) and a
Commodity Pool Operator (“CPO”), and the Fund will be operated in accordance
with applicable CFTC rules, as well as the regulatory scheme applicable to
registered investment companies. Registration as a CPO imposes additional
compliance obligations on the Adviser and the Fund related to additional laws,
regulations, and enforcement policies, which could increase compliance costs and
may affect the operations and financial performance of the
Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk.
When a commodities futures contract is nearing expiration, the Fund will
generally sell it and use the proceeds to buy a commodities futures contract
with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contracts
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant
losses.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may
act as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. Shares may trade at a material discount
to NAV and possibly face delisting if either: (i) APs exit the business or
otherwise become unable to process creation and/or redemption orders and no
other APs step forward to perform these services, or (ii) market makers
and/or liquidity providers exit the business or significantly reduce their
business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the designated contract market (“DCM”), or the CFTC on the Fund or
the Adviser, the Fund would not be able to achieve its investment objective and
may experience significant losses. FCMs act as the intermediaries between
customers and exchanges facilitating transactions in commodity derivatives. DCMs
are the exchanges on which these transactions occur.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section
951
of the Code to include passive income, including from commodity-linked
derivatives) of the Fund attributable to its investment in the Subsidiary is
“qualifying income” to the Fund to the extent that such income is derived with
respect to the Fund’s business of investing in stock, securities or currencies.
The Fund expects its “Subpart F” income attributable to its investment in the
Subsidiary to be derived with respect to the Fund’s business of investing in
stock, securities or currencies and accordingly expects its “Subpart F” income
attributable to its investment in the Subsidiary to be treated as “qualifying
income.” The Fund generally will be required to include in its own taxable
income the “Subpart F” income of the Subsidiary for a tax year, regardless of
whether the Fund receives a distribution of the Subsidiary’s income in that tax
year, and this income would nevertheless be subject to the distribution
requirement for qualification as a RIC and would be taken into account for
purposes of the 4% excise tax. The Adviser will carefully monitor the Fund’s
investments in the Subsidiary to ensure that no more than 25% of the Fund’s
assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk.
The value of certain of the Fund’s investments, including commodities futures,
is subject to market risk. Market risk is the risk that the value of the
investments to which the Fund is exposed will fall, which could occur due to
general market or economic conditions or other
factors.
•Whipsaw
Markets Risk.
The Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy
or stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. Such market conditions could cause substantial losses to the
Fund.
Performance
The performance
information presented below provides some indication of the risks of investing
in the Fund by showing the extent to which the Fund’s performance can change
from year to year and over time. The bar chart below shows the
Fund’s performance for the most recent calendar year ended December 31.
The table
illustrates how the Fund’s average annual returns for the 1-year and since
inception periods compare with those of the S&P
500® Index, a broad-based securities market index intended to represent
the overall domestic equity market. Performance is also shown for the Bloomberg
Commodity Index Total Return Index, which more closely represents the investment
exposure sought by the Fund. The Fund’s past
performance, before and after taxes, does not necessarily indicate how it will
perform in the future. Updated performance information is
available on the Fund’s website at www.teucrium.com.
Calendar Year Total Return
as of December 31
During
the period shown in the bar chart, the best performance for a
quarter was 1.49% (for the quarter ended March 31, 2025) and the
worst performance was
-6.95% (for the quarter ended June 30,
2024).
|
|
|
|
|
|
|
|
| |
Average Annual
Total Returns (for the Periods Ended December 31,
2025) |
|
| 1-Year |
Since
Inception
(5/16/22) |
| Return
Before Taxes |
-5.83% |
-9.89% |
| Return After
Taxes on Distributions |
-7.62% |
-14.29% |
| Return After
Taxes on Distributions and Sale of Fund Shares |
-3.43% |
-8.63% |
|
S&P
500®
TR Index
(reflects no deductions
for fees, expenses, or
taxes) |
17.88% |
17.64% |
|
Bloomberg
Commodity Index Total Return Index
(reflects
no deductions for fees, expenses, or
taxes) |
15.77% |
-0.37% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their Shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts. In certain
cases, the figure representing “Return After Taxes on Distributions and Sale of
Shares” may be higher than the other return figures for the same period. A
higher after-tax return results when a capital loss occurs upon redemption and
provides an assumed tax deduction that benefits the
investor.
Management
|
|
|
|
|
| |
| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
|
Portfolio
Managers: |
Springer
Harris, a Portfolio Manager of the Adviser, has been portfolio manager of
the Fund since its inception in May 2022. Joran Haugens, a Portfolio
Manager of the Adviser, has been portfolio manager of the Fund since June
2024. Chris Small, a Portfolio Manager of the Adviser, has been a
portfolio manager of the Fund since July
2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
|
|
| |
| TEUCRIUM
NO K-1 CORN ETF - FUND SUMMARY |
Investment
Objective
The
Teucrium No K-1 Corn ETF (the “No K-1 Corn ETF” or the “Fund”) seeks investment
results, before fees and expenses, that correspond to the price performance of
corn.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2,3 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1
Teucrium Investment
Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has contractually
agreed to reduce the Fund’s management fee from 1.49% to 0.95% of the Fund’s
average daily net assets until at least April 30,
2027. This agreement may be terminated only by or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2
The
Adviser also serves as the investment adviser to the Subsidiary (defined below)
and provides the Subsidiary with the same type of management services, under
essentially the same terms, as it provides the Fund. The Adviser has agreed to
waive the management fee of 1.49% to be paid by the Subsidiary. This waiver will
continue in effect until at least April 30, 2027. This waiver may be
terminated only with the approval of the Subsidiary’s Board of
Directors.
3
Estimated for
the current fiscal year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The Example reflects the
management fee reduction described in the table above for the first year
only. Although your actual costs may be higher
or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
The Fund’s portfolio turnover rate has been omitted because the Fund had not
commenced investment operations prior to the date of this
Prospectus.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing primarily in corn futures contracts (“Corn
Futures Contracts”) that trade only on an exchange registered with the Commodity
Futures Trading Commission (“CFTC”), and cash, cash-equivalents or high-quality
securities that serve as collateral to the Fund’s investments in Corn Futures
Contracts (“Collateral Investments”). The Fund does not intend to take physical
delivery of corn associated with the Corn Futures Contracts.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Corn-linked exchange
traded investment products (“Corn-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Corn-Linked ETPs such as
Teucrium Corn Fund (Ticker: CORN), the sponsor of which wholly owns and controls
the Adviser;
and (iii) swap agreement transactions that
reference
corn, Corn-Linked ETPs, Corn Futures Contracts, or corn-related indexes
(such
as the Bloomberg Corn Subindex, S&P GSCI Corn or Teucrium Corn Fund
Benchmark Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Corn Futures Contracts
and Other Investments that in the aggregate provide exposure to the price
movements of corn.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Corn Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Corn Futures Contracts primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve its investment objective, the Fund intends to
typically enter into Corn Futures Contracts as the “buyer.” The Fund intends to
exit its futures contracts as they near expiration and replace them with new
futures contracts with a later expiration date. This process is referred to as
“rolling.” Futures holdings will not be rolled on a predetermined schedule. The
Fund may invest in Corn Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”). The Adviser may consider the following factors, among others,
when determining the Fund’s investments in Corn Futures Contracts and Other
Investments: liquidity, regulatory requirements, risk mitigation measures, the
Fund’s FCMs (as defined below), counterparties and market conditions.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Corn Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will generally hold its Corn Futures Contracts during periods in which the
price of corn is flat or declining, as well as during periods in which the value
of corn is rising. The Adviser may determine to modify the extent of the Fund’s
exposure to Corn Futures Contracts in response to extreme market conditions, as
determined in the sole discretion of the Adviser, and to avoid exceeding any
position limits applicable to the Corn Futures Contracts, established by the
applicable DCM. These position limits may hinder the Fund’s ability to enter
into the desired amount of Corn Futures Contracts at times. Because of the
anticipated size of the Fund’s Corn Futures Contracts holdings relative to the
size of the futures market, the Adviser does not anticipate that position limits
will adversely affect the Fund’s ability to seek its target exposure until the
Fund’s assets under management grow significantly. Any determination to modify
the Fund’s exposure to Corn Futures Contracts may cause the Fund to liquidate
its Corn Futures Contracts holdings at disadvantageous times or prices,
potentially subjecting the Fund to substantial losses, and prevent the Fund from
achieving its investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Corn Futures Contracts and certain Other
Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to corn.
Corn
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as corn from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the price at which the futures contract is
purchased
or sold and the price paid for the offsetting sale or purchase, after allowance
for brokerage commissions, constitutes the profit or loss to the trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Corn Futures Contracts are not
readily available, the Fund will fair value its Corn Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Corn Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Corn
Corn
is currently the most widely produced livestock feed grain in the United States.
The two largest demands of the United States’ corn crop are used in livestock
feed and ethanol production. Corn is also processed into food and industrial
products. The United States Department of Agriculture (the “USDA”) publishes
weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide
corn production and consumption, and for other grains such as soybeans and
wheat, which can be used in some cases as a substitute for corn. The United
States is the world’s leading producer and exporter of corn. The price per
bushel of corn in the United States is primarily a function of both U.S. and
global production and demand.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. Generally, these adverse effects may cause continued
volatility in the price of corn, corn futures, and the price of
Shares.
Other
Investments
In
order to help the Fund meet its investment objective by maintaining the desired
level of exposure to corn, maintain its tax status as a RIC on days in and
around quarter-end, help the Fund maintain its desired exposure to Corn Futures
Contracts when it is approaching or has exceeded position limits or
accountability levels, or because of liquidity or other constraints, the Fund
may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Corn-Linked
ETPs
The
Fund may invest in shares of Corn-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of corn for future delivery, and trade intra-day on a
national securities exchange. Corn-Linked ETPs are passively managed and do not
pursue active management investment strategies, and their
sponsors
do not actively manage the exposure to corn held by the ETP. This means that the
sponsor of the ETP does not sell corn futures contracts at times when its price
is high or acquire corn futures contracts at low prices in the expectation of
future price increases.
Swaps
that reference corn, Corn-Linked ETPs, Corn Futures Contracts, or corn-related
indexes
The Fund may invest in cash-settled swap agreements referencing corn,
Corn-Linked ETPs, Corn Futures Contracts or corn-related indexes. Swap contracts
are transactions entered into primarily with major global financial institutions
for a specified period ranging from a day to more than one year. In a swap
transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of corn, shares of
Corn-Linked ETPs, Corn Futures Contracts, or corn-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment,
there is a risk that you could lose all or a portion of your investment in the
Fund. Some or all of these risks may adversely affect the Fund’s
net asset value (“NAV”), trading price, yield, total return and/or ability to
meet its investment objective. The following risks could affect the value
of your investment in the Fund:
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including futures contracts. Such instruments may create enhanced risks for the
Fund and the Adviser’s ability to control the Fund’s level of risk will depend
on the Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the demand and distribution of
such commodities in foreign countries, such as: uncontrolled fires (including
arson); challenges in doing business with foreign companies; legal and
regulatory restrictions; transportation costs; interruptions in energy supply;
currency exchange rate fluctuations; and political and economic instability.
Additionally, demand for agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of corn, contracts expiring during the fall are typically priced
lower than contracts expiring in the winter and spring). Thus, seasonal
fluctuations could result in an investor incurring losses upon the sale of
Shares, particularly if the investor needs to sell Shares when a Corn Futures
Contract is, in whole or part, expiring in the harvest season for the specified
commodity.
◦Risks
Specific to Corn. Demand for corn in the United States to
produce ethanol has been a significant factor affecting the price of corn. In
turn, demand for ethanol has tended to increase when the price of gasoline has
increased and has been significantly affected by United States governmental
policies designed to encourage the production of ethanol. Additionally, demand
for corn is affected by changes in consumer tastes, national, regional and local
economic conditions, and demographic trends. Finally, because corn is often used
as an ingredient in livestock feed, demand for corn is subject to risks
associated with the outbreak of livestock
disease.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt
security is unable to pay interest or repay principal when it is due. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The extent to which the Fund invests in commodity-linked derivatives
may be limited by the qualifying income and asset diversification tests, which
the Fund must continue to satisfy to maintain its status as a RIC. If the Fund
does not qualify as a RIC for any taxable year and certain relief provisions are
not available, the Fund’s taxable income would be subject to tax at the Fund
level and to a further tax at the shareholder level when such income is
distributed. Failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodities futures will cause it to be deemed to
be a commodity pool, thereby subjecting the Fund to regulation under the
Commodity Exchange Act (“CEA”) and CFTC rules. The
Adviser is registered as a Commodity Trading Advisor (“CTA”) and a
Commodity Pool Operator (“CPO”), and the Fund will be operated in accordance
with applicable CFTC rules, as well as the regulatory scheme applicable to
registered investment companies. Registration as a CPO imposes additional
compliance obligations on the Adviser and the Fund related to additional laws,
regulations, and enforcement policies, which could increase compliance costs and
may affect the operations and financial performance of the
Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk.
When a commodities futures contract is nearing expiration, the Fund will
generally sell it and use the proceeds to buy a commodities futures contract
with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contracts
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant
losses.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded over-the-counter (“OTC”) between two parties or, for certain standardized
swaps, must be exchange-traded through an FCM and/or cleared through a
clearinghouse that serves as a central counterparty. Swap agreements may be
subject to fees and expenses, and by investing in swaps indirectly through the
Fund, a shareholder will bear the expenses of such derivatives in addition to
expenses of the Fund. Risks associated with the use of swap agreements
are
different from those associated with ordinary portfolio securities transactions,
due in part to the fact they could be considered illiquid and many swaps trade
on the OTC market. Swaps are particularly subject to counterparty credit,
correlation, valuation, liquidity and leveraging risks. While exchange trading
and central clearing are intended to reduce counterparty credit risk and
increase liquidity, they do not make swap transactions risk-free. Additionally,
applicable regulators have adopted rules imposing certain margin requirements,
including minimums, on OTC swaps, which may result in the Fund and its
counterparties posting higher margin amounts for OTC swaps, which could increase
the cost of swap transactions to the Fund and impose added operational
complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as
well
as events that impact specific issuers. The Fund’s NAV and market price, like
security and commodity prices generally, may fluctuate significantly in response
to these and other factors. As a result, an investor could lose money over short
or long periods of time. In addition, government actions or interventions
(including, but not limited, to the threat or imposition of tariffs, trade
restrictions, currency restrictions or similar actions) as well as developments
related to economic, political (including geopolitical), social, public health,
market, extreme weather, natural or man-made disasters, or other conditions or
events have in the past and may in the future result in volatility in financial
markets and reduced liquidity in equity, credit, and/or debt markets, which
could adversely impact the Fund and its investments and their value and
performance. These developments as well as other events could result in further
market volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets.
•New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If
the Fund did not qualify as a RIC for any taxable year and certain relief
provisions were not available, the Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, the
Fund might be required to recognize unrealized gains, pay substantial taxes and
interest and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Board may determine to
reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The Fund had not
commenced investment operations prior to the date of this Prospectus and
therefore does not have a performance history for a full calendar
year. In the future, performance information for the Fund will
be presented in this section. Updated performance information is available on
the Fund’s website at www.teucrium.com.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
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Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception. Chris Small, a
Portfolio Manager of the Adviser, has been a portfolio manager of the Fund
since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
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| TEUCRIUM
2X DAILY CORN ETF - FUND SUMMARY |
Important
Information About the Fund
Teucrium
2x Daily Corn ETF (“2x Daily Corn ETF” or the “Fund”) seeks daily investment
results, before fees and expenses, that correspond to two times (2x) the price
of corn for future delivery for
a single day,
not for any other period. A “single day” is measured from the time the Fund
calculates its net asset value (“NAV”) to the time of the Fund’s next NAV
calculation. The NAV calculation time for the Fund typically is 4:00 p.m.
Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of corn for future delivery for the same period. For
periods longer than a single day, the Fund will lose money if corn’s performance
is flat, and it is possible that the Fund will lose money even if the price of
corn for future delivery increases.
Longer holding periods, higher volatility in the price of corn for future
delivery, and greater leveraged exposure each exacerbate the impact of
compounding on an investor’s returns. During periods of higher corn volatility,
the volatility of corn may affect the Fund’s return as much as or more than the
return of the price of corn for future delivery.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An investor in the Fund could potentially lose the full principal
value of their investment within a single day. The Fund does not intend to take
physical delivery of the corn associated with the Corn Futures Contracts
(defined below) in which it invests. Instead, the Fund seeks to benefit from
increases in the price of Corn Futures Contracts for a single day.
Investment
Objective
The
2x Daily Corn ETF seeks daily investment results, before fees and expenses, that
correspond to two times (2x) the daily price performance of corn. The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1 Teucrium
Investment Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has
contractually agreed to reduce the Fund’s management fee from 1.49% to 0.95% of
the Fund’s average daily net assets until at least April 30,
2027. This agreement may be terminated only by, or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2 The Adviser also serves as the investment adviser to the
Subsidiary (defined below) and provides the Subsidiary with the same type of
management services, under essentially the same terms, as it provides the Fund.
The Adviser has agreed to waive the management fee of 1.49% to be paid by the
Subsidiary. This waiver will continue in effect until at least April 30,
2027. This waiver may be terminated only with the approval of the Subsidiary’s
Board of Directors.
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The
Example reflects the management fee reduction described in the table
above for the first year only. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| 1
Year |
$97 |
3
Years |
$418 |
5
Years |
$762 |
10
Years |
$1,733 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal year ended December 31, 2025, the Fund’s portfolio turnover rate
was 0% of the average
value of its portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective primarily through managed exposure to corn futures
contracts (“Corn Futures Contracts”) that trade only on an exchange registered
with the Commodity Futures Trading Commission (“CFTC”), and cash,
cash-equivalents or high-quality securities that serve as collateral to the
Fund’s investments in Corn Futures Contracts (“Collateral Investments”). In this
manner, the Fund seeks to provide daily leveraged exposure to the price of corn
to seek returns equal to 200% of the daily price performance of corn. The Fund
does not intend to take physical delivery of corn associated with the Corn
Futures Contracts. Instead, the Fund seeks to benefit from increases in the
price of Corn Futures Contracts for a single day.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Corn-linked exchange
traded investment products (“Corn-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Corn-Linked ETPs such as Teucrium
Corn Fund (Ticker: CORN), the sponsor of which wholly owns and controls the
Adviser;
and (iii) swap agreement transactions that reference corn, Corn-Linked ETPs,
Corn Futures Contracts, or corn-related indexes (such
as the Bloomberg Corn Subindex, S&P GSCI Corn or Teucrium Corn Fund
Benchmark Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Corn Futures Contracts
and Other Investments that in the aggregate provide exposure to the price
movements of corn.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Corn Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Corn Futures Contracts primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve 2x daily exposure to corn, the Fund intends to
typically enter into Corn Futures Contracts as the “buyer.” In order to maintain
its 2x daily exposure to corn, the Fund intends to exit its futures contracts as
they near expiration and replace them with new futures contracts with a later
expiration date. This process is referred to as “rolling.” The Fund may invest
in Corn Futures Contracts of any expiration date traded on any CFTC-regulated
commodity futures exchange, also known as a “designated contract market”
(“DCM”). However, there can be no guarantee that such a strategy will produce
the desired results.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Corn Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will attempt to achieve its investment objective without regard to overall
market movement or the increase or decrease of the price of corn. At the close
of the markets each trading day, the Adviser determines the type, quantity and
mix of investment positions so that its exposure to price of corn is consistent
with the Fund’s investment objective. The impact of movements in the price of
corn during the day will affect whether the Fund’s portfolio needs to be
re-positioned. For example, if the price of corn has risen on a given day, net
assets of the Fund should rise, meaning the Fund’s exposure will need to be
increased. Conversely, if the price of corn has fallen on a given day, net
assets of the Fund should fall, meaning the Fund’s exposure will need to be
reduced.
The
Adviser may determine to modify the extent of the Fund’s exposure to Corn
Futures Contracts in order to avoid exceeding any position limits applicable to
Corn Futures Contracts established by the applicable DCM. These position limits
may hinder the Fund’s
ability
to enter into the desired amount of Corn Futures Contracts at times. Because of
the anticipated size of the Fund’s Corn Futures Contracts holdings relative to
the size of the futures market, the Adviser does not anticipate that position
limits will adversely affect the Fund’s ability to seek its target exposure
until the Fund’s assets under management grow significantly. Any determination
to modify the Fund’s exposure to Corn Futures Contracts may cause the Fund to
liquidate its Corn Futures Contracts holdings at disadvantageous times or
prices, potentially subjecting the Fund to substantial losses, and prevent the
Fund from achieving its investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Corn Futures Contracts and certain Other
Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to corn.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will very likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of corn for the same period. The Fund will lose money if the price performance
of corn is flat over time, and the Fund can lose money regardless of the
performance of the price of corn, as a result of daily rebalancing, the
volatility of the price of corn, compounding of each day’s return and other
factors. See “Principal Investment Risks” below.
Corn
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as corn from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may also be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the price at which the futures contract is purchased or
sold and the price paid for the offsetting sale or purchase, after allowance for
brokerage commissions, constitutes the profit or loss to the
trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Corn Futures Contracts are not
readily available, the Fund will fair value its Corn Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Corn Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Corn
Corn
is currently the most widely produced livestock feed grain in the United States.
The two largest demands of the United States’ corn crop are used in livestock
feed and ethanol production. Corn is also processed into food and industrial
products. The United States Department of Agriculture (the “USDA”) publishes
weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide
corn production and consumption, and for other grains such as soybeans and
wheat, which can be used in some cases as a substitute for corn. The United
States is the world’s leading producer and exporter of corn. The price per
bushel of corn in the United States is primarily a function of both U.S. and
global production and demand.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and
expectations. Generally, these adverse effects may cause continued volatility in
the price of corn, corn futures, and the price of Shares.
Other
Investments
In
order to help the Fund meet its daily investment objective by maintaining the
daily desired level of leveraged exposure to corn, maintain its tax status as a
RIC on days in and around quarter-end, help the Fund maintain its desired
exposure to Corn Futures Contracts when it is approaching or has exceeded
position limits or accountability levels, or because of liquidity or other
constraints, the Fund may invest in the following:
Reverse
Repurchase Agreements
The
Fund
may invest in reverse repurchase agreements which are a form of borrowing in
which the Fund sells portfolio securities to financial institutions and agrees
to repurchase them at a mutually agreed-upon date and price that is higher than
the original sale price, and use the proceeds for investment purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Corn-Linked
ETPs
The
Fund may invest in shares of Corn-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of corn for future delivery, and trade intra-day on a
national securities exchange. Corn-Linked ETPs are passively managed and do not
pursue active management investment strategies, and their sponsors do not
actively manage the exposure to corn held by the ETP. This means that the
sponsor of the ETP does not sell corn futures contracts at times when its price
is high or acquire corn futures contracts at low prices in the expectation of
future price increases.
Swaps
that reference corn, Corn-Linked ETPs, Corn Futures Contracts, or corn-related
indexes
The
Fund may invest in cash-settled swap agreements referencing corn, Corn-Linked
ETPs, Corn Futures Contracts or corn-related indexes. Swap contracts are
transactions entered into primarily with major global financial institutions for
a specified period ranging from a day to more than one year. In a swap
transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of corn, shares of
Corn-Linked ETPs, Corn Futures Contracts, or corn-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment,
there is a risk that you could lose all or a portion of your investment in the
Fund. Some or all of these risks may adversely affect the Fund’s
net asset value (“NAV”), trading price, yield, total return and/or ability to
meet its investment objective. The following risks could affect the value
of your investment in the Fund:
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the demand and distribution of
such commodities in foreign countries, such as: uncontrolled fires (including
arson); challenges in doing business with foreign companies; legal and
regulatory restrictions; transportation costs; interruptions in energy supply;
currency exchange rate fluctuations; and political and economic instability.
Additionally,
demand
for agricultural commodities is affected by changes in consumer tastes,
national, regional and local economic conditions, and demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of corn, contracts expiring during the fall are typically priced
lower than contracts expiring in the winter and spring). Thus, seasonal
fluctuations could result in an investor incurring losses upon the sale of
Shares, particularly if the investor needs to sell Shares when a Corn Futures
Contract is, in whole or part, expiring in the harvest season for the specified
commodity.
◦Risks
Specific to Corn. Demand for corn in the United States to
produce ethanol has been a significant factor affecting the price of corn. In
turn, demand for ethanol has tended to increase when the price of gasoline has
increased and has been significantly affected by United States governmental
policies designed to encourage the production of ethanol. Additionally, demand
for corn is affected by changes in consumer tastes, national, regional and local
economic conditions, and demographic trends. Finally, because corn is often used
as an ingredient in livestock feed, demand for corn is subject to risks
associated with the outbreak of livestock
disease.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt
security is unable to pay interest or repay principal when it is due. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s
value
to decrease. Also, investments in fixed-income securities with longer maturities
fluctuate more in response to interest rate changes. Some corporate debt
securities that are rated below investment-grade generally are considered
speculative because they present a greater risk of loss, including default, than
higher quality debt securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The extent to which the Fund invests in commodity-linked derivatives
may be limited by the qualifying income and asset diversification tests, which
the Fund must continue to satisfy to maintain its status as a RIC. If the Fund
does not qualify as a RIC for any taxable year and certain relief provisions are
not available, the Fund’s taxable income would be subject to tax at the Fund
level and to a further tax at the shareholder level when such income is
distributed. Failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Daily
Correlation/Tracking Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
the price performance of corn and therefore achieve its daily leveraged
investment objective. To achieve a high degree of correlation with the price
performance of corn, the Fund seeks to rebalance its portfolio daily to keep
leverage consistent with its daily leveraged investment objective. In addition,
the Fund’s exposure to the price of corn is impacted by the movement of the
price of corn. Because of this, it is unlikely that the Fund will be perfectly
exposed to the price performance of corn at the end of each day. The possibility
of the Fund being materially over- or under-exposed to the price performance of
corn increases on days when the price of corn is volatile near the close of the
trading day. Market disruptions, regulatory restrictions and extreme volatility
will also adversely affect the Fund’s ability to adjust exposure to the required
levels.
The
Fund may have difficulty achieving its daily leveraged investment objective due
to fees, expenses, transaction costs, financing costs related to the use of
derivatives, investments in exchange-traded products, directly or indirectly,
income items,
valuation
methodology, accounting standards and disruptions or illiquidity in the markets
for the securities or derivatives held by the Fund. The Fund may be subject to
large movements of assets into and out of the Fund, potentially resulting in the
Fund being over- or under-exposed to the price of corn. The Fund may take or
refrain from taking positions to improve the tax efficiency or to comply with
various regulatory restrictions, either of which may negatively impact the
Fund’s correlation to the price performance of
corn.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk. Swap agreements are contracts among the Fund and a counterparty to
exchange the return of the pre-determined underlying investment (such as the
rate of return of the underlying commodity). Swap agreements may be negotiated
bilaterally and traded over-the-counter (“OTC”) between two parties or, for
certain standardized swaps, must be exchange-traded through an FCM and/or
cleared through a clearinghouse that serves as a central counterparty. Swap
agreements may be subject to fees and expenses, and by investing in swaps
indirectly through the Fund, a shareholder will bear the expenses of such
derivatives in addition to expenses of the Fund. Risks associated with the use
of swap agreements are different from those associated with ordinary portfolio
securities transactions, due in part to the fact they could be considered
illiquid and many swaps trade on the OTC market. Swaps are particularly subject
to counterparty credit, correlation, valuation, liquidity and leveraging risks.
While exchange trading and central clearing are intended to reduce counterparty
credit risk and increase liquidity, they do not make swap transactions
risk-free. Additionally, applicable regulators have adopted rules imposing
certain margin requirements, including minimums, on OTC swaps, which may result
in the Fund and its counterparties posting higher margin amounts for OTC swaps,
which could increase the cost of swap transactions to the Fund and impose added
operational complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•Effects
of Compounding and Market Volatility Risk.
The Fund has a daily leveraged investment objective and the Fund’s performance
for periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of corn, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are leveraged and
that rebalance daily. For a leveraged fund, if adverse daily performance of the
price of corn reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance.
Equally, however, if favorable daily performance of the price of corn increases
the amount of a shareholder’s investment, the dollar amount lost due to future
adverse performance will increase because the shareholder’s investment has
increased.
The
effect of compounding becomes more pronounced as volatility of the price of corn
and the holding period increase. The impact of compounding will impact each
shareholder differently depending on the period of time an investment in the
Fund is held and the volatility of the price of corn during the shareholder’s
holding period of an investment in the Fund.
The
chart below provides examples of how reference price volatility could affect the
Fund’s performance. The chart illustrates the impact of two factors that affect
the Fund’s performance: corn price volatility and the price performance of corn.
The price performance of corn shows the percentage change in the price of corn
over the specified time period, while corn price volatility is a statistical
measure of the magnitude of fluctuations in the price performance during that
time period. As illustrated below, even if the price change over two equal time
periods is identical, different price volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The chart below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The chart shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
reference asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of corn.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the price
of corn did not change over a one year period during which the price experienced
annualized volatility of 25%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund, even if the price is flat.
For
instance, if the annualized volatility of the price of corn is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of corn for the year was 0%.
Areas shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than two times (2x) the change in the price of corn and
those shaded green (or light gray) represent those scenarios where the Fund can
be expected to return more than two times (2x) the change in the price of corn.
The Fund’s actual returns may be significantly better or worse than the returns
shown below as a result of any of the factors discussed above or in “Daily
Correlation/Tracking Risk” above.
|
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|
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|
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|
|
| |
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise
become unable to process creation and/or redemption orders and no other APs step
forward to
perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Intra-Day
Investment Risk. The
Fund seeks leveraged investment results from the close of the market on a given
trading day until the close of the market on the subsequent trading day. The
exact exposure of an investment in the Fund intraday in the secondary market is
a function of the difference between the price of corn at the market close on
the first trading day and the price of corn at the time of purchase. If the
price of corn increases, the Fund’s net assets will rise by the same amount as
the Fund’s exposure. Conversely, if the price of corn declines, the Fund’s net
assets will decline by the same amount as the Fund’s exposure. Thus, an investor
that purchases shares intra-day may experience performance that is greater than,
or less than, the Fund’s stated multiple of the price performance of
corn.
If
there is a significant intra-day market event and/or the price of corn
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the NYSE Arca, Inc. and incur significant losses.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
•Leverage
Risk.
The Fund seeks to achieve and maintain the exposure to the price of corn for
future delivery by using leverage inherent in futures contracts. Therefore, the
Fund is subject to leverage risk. When the Fund purchases or sells an instrument
or enters into a transaction without investing an amount equal to the full
economic exposure of the instrument or transaction, it creates leverage, which
can result in the Fund losing more than it originally invested. As a result,
these investments may magnify losses to the Fund, and even a small market
movement may result in significant losses to the Fund. Leverage may also cause
the Fund to be more volatile because it may exaggerate the effect of any
increase or decrease in the value of the Fund’s portfolio securities. Futures
trading involves a degree of leverage and as a result, a relatively small price
movement in futures instruments may result in immediate and substantial losses
to the Fund.
•Limited
Operating History Risk. The
Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If
the Fund did not qualify as a RIC for any taxable year and certain relief
provisions were not available, the Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, the
Fund might be required to recognize unrealized gains, pay substantial taxes and
interest and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Board may determine to
reorganize or
close the Fund or materially change the Fund’s investment objective
and strategies. In the event that the Fund fails to qualify as a RIC, the Fund
will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The performance
information presented below provides some indication of the risks of investing
in the Fund by showing the extent to which the Fund’s performance can change
from year to year and over time. The bar chart below shows the
Fund’s performance for the most recent calendar year ended December 31. The
table illustrates how the Fund’s average annual returns for the 1-year and since
inception periods compare with those of the S&P 500®
Index, a broad-based securities market index intended to represent the overall
domestic equity market. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is available on the
Fund’s website at www.teucrium.com.
Calendar Year Total Return
as of December 31
During
the period shown in the bar chart, the best performance for a
quarter was 5.10% (for the quarter ended December 31, 2025) and
the worst performance was
-17.77% (for the quarter ended
June 30,
2025).
|
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| |
Average
Annual Total Returns (for the Periods Ended December 31,
2025) |
|
| 1-Year |
Since
Inception
(12/12/24) |
| Return
Before Taxes |
-25.78% |
-19.75% |
| Return
After Taxes on Distributions |
-26.62% |
-20.66% |
| Return
After Taxes on Distributions and Sale of Fund
Shares |
-15.18% |
-15.32% |
|
S&P
500®
TR Index
(reflects no deductions
for fees, expenses, or
taxes) |
17.88% |
13.88% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their Shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts. In certain cases, the figure representing “Return After
Taxes on Distributions and Sale of Shares” may be higher than the other return
figures for the same period.
A higher after-tax return results when a capital loss occurs upon
redemption and provides an assumed tax deduction that benefits the
investor.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
|
Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception in December 2024.
Chris Small, a Portfolio Manager of the Adviser, has been a portfolio
manager of the Fund since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
|
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| |
| TEUCRIUM
NO K-1 WHEAT ETF - FUND SUMMARY |
Investment
Objective
The
Teucrium No K-1 Wheat ETF (the “No K-1 Wheat ETF” or the “Fund”) seeks
investment results, before fees and expenses, that correspond to the price
performance of wheat.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
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| |
|
Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2,3 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1
Teucrium Investment
Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has contractually
agreed to reduce the Fund’s management fee from 1.49% to 0.95% of the Fund’s
average daily net assets until at least April 30,
2027. This agreement may be terminated only by or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2
The
Adviser also serves as the investment adviser to the Subsidiary (defined below)
and provides the Subsidiary with the same type of management services, under
essentially the same terms, as it provides the Fund. The Adviser has agreed to
waive the management fee of 1.49% to be paid by the Subsidiary. This waiver will
continue in effect until at least April 30, 2027. This waiver may be
terminated only with the approval of the Subsidiary’s Board of
Directors.
3
Estimated for the current fiscal
year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The Example reflects the
management fee reduction described in the table above for the first year
only. Although your actual costs may be higher
or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
The Fund’s portfolio turnover rate has been omitted because the Fund had not
commenced investment operations prior to the date of this
Prospectus.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing primarily in wheat futures contracts
(“Wheat Futures Contracts”), such as Chicago Board of Trade wheat futures
contracts, that trade only on an exchange registered with the Commodity Futures
Trading Commission (“CFTC”), and cash, cash-equivalents or high-quality
securities that serve as collateral to the Fund’s investments in Wheat Futures
Contracts (“Collateral Investments”). The Fund does not intend to take physical
delivery of wheat associated with the Wheat Futures Contracts.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Wheat-linked exchange
traded investment products (“Wheat-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Wheat-Linked ETPs such as Teucrium
Wheat Fund (Ticker: WEAT), the sponsor of which wholly owns and controls the
Adviser;
and (iii) swap agreement transactions that
reference
wheat, Wheat-Linked ETPs, Wheat Futures Contracts, or wheat-related indexes
(such
as the Bloomberg Wheat Subindex, S&P GSCI Wheat or Teucrium Wheat Fund
Benchmark Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Wheat Futures Contracts
and Other Investments that in the aggregate provide exposure to the price
movements of wheat.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Wheat Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Wheat Futures Contracts primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve its investment objective, the Fund intends to
typically enter into Wheat Futures Contracts as the “buyer.” The Fund intends to
exit its futures contracts as they near expiration and replace them with new
futures contracts with a later expiration date. This process is referred to as
“rolling.” Futures holdings will not be rolled on a predetermined schedule. The
Fund may invest in Wheat Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”). The Adviser may consider the following factors, among others,
when determining the Fund’s investments in Wheat Futures Contracts and Other
Investments: liquidity, regulatory requirements, risk mitigation measures, the
Fund’s FCMs (as defined below), counterparties and market conditions.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Wheat Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will generally hold its Wheat Futures Contracts during periods in which the
price of wheat is flat or declining, as well as during periods in which the
value of wheat is rising. The Adviser may determine to modify the extent of the
Fund’s exposure to Wheat Futures Contracts in response to extreme market
conditions, as determined in the sole discretion of the Adviser, and to avoid
exceeding any position limits applicable to the Wheat Futures Contracts,
established by the applicable DCM. These position limits may hinder the Fund’s
ability to enter into the desired amount of Wheat Futures Contracts at times.
Because of the anticipated size of the Fund’s Wheat Futures Contracts holdings
relative to the size of the futures market, the Adviser does not anticipate that
position limits will adversely affect the Fund’s ability to seek its target
exposure until the Fund’s assets under management grow significantly. Any
determination to modify the Fund’s exposure to Wheat Futures Contracts may cause
the Fund to liquidate its Wheat Futures Contracts holdings at disadvantageous
times or prices, potentially subjecting the Fund to substantial losses, and
prevent the Fund from achieving its investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Wheat Futures Contracts and certain
Other Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to wheat.
Wheat
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as wheat from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. Such contracts may be referred to as “non-spot”
futures contracts to differentiate from spot contracts, in which the purchase of
the commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the
price
at which the futures contract is purchased or sold and the price paid for the
offsetting sale or purchase, after allowance for brokerage commissions,
constitutes the profit or loss to the trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Wheat Futures Contracts are not
readily available, the Fund will fair value its Wheat Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Wheat Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Wheat
Wheat
is used to produce flour, the key ingredient for breads, pasta, crackers, and
many other food products, as well as several industrial products such as
starches and adhesives. Wheat by-products are used in livestock feeds. Wheat is
a staple commodity used pervasively across the globe so that any contractions in
consumption may only be temporary as has historically been the case. Wheat is
the principal food grain produced in the United States, and the United States’
output of wheat is typically exceeded only by that of China, the European Union,
Russia, and India. The United States Department of Agriculture (“USDA”)
publishes weekly, monthly, quarterly, and annual updates for U.S. domestic and
worldwide wheat production and consumption. If the global demand of wheat is not
equal to global supply, this may have an impact on the price of wheat. Global
wheat consumption may fluctuate year over year due to any number of reasons
which may include, but is not limited to, economic conditions, global health
concerns, international trade policy.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. Generally, these adverse effects may cause continued
volatility in the price of wheat, wheat futures, and the price of
Shares.
Other
Investments
In
order to help the Fund meet its investment objective by maintaining the desired
level of exposure to wheat, maintain its tax status as a RIC on days in and
around quarter-end, help the Fund maintain its desired exposure to Wheat Futures
Contracts when it is approaching or has exceeded position limits or
accountability levels, or because of liquidity or other constraints, the Fund
may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Wheat-Linked
ETPs
The
Fund may invest in shares of Wheat-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of wheat for future delivery, and trade intra-day on
a national securities exchange. Wheat-Linked ETPs are passively managed and do
not pursue active management investment strategies, and their sponsors do not
actively manage the exposure to wheat held by the ETP. This means that the
sponsor of the ETP does not sell wheat futures contracts at times when its price
is high or acquire wheat futures contracts at low prices in the expectation of
future price increases.
Swaps
that reference wheat, Wheat-Linked ETPs, Wheat Futures Contracts, or
wheat-related indexes
The
Fund may invest in cash-settled swap agreements referencing wheat, Wheat-Linked
ETPs, Wheat Futures Contracts or wheat-related indexes. Swap contracts are
transactions entered into primarily with major global financial institutions for
a specified period ranging from a day to more than one year. In a swap
transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of wheat, shares of
Wheat-Linked ETPs, Wheat Futures Contracts, or wheat-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its investment objective. The following risks could
affect the value of your investment in the Fund:
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including futures contracts. Such instruments may create enhanced risks for the
Fund and the Adviser’s ability to control the Fund’s level of risk will depend
on the Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the demand and distribution of
such commodities in foreign countries, such as: uncontrolled fires (including
arson); challenges in doing business with foreign companies; legal and
regulatory restrictions; transportation costs; interruptions in energy supply;
currency exchange rate fluctuations; and political and economic instability.
Additionally, demand for agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of wheat, contracts expiring during the spring and early summer are
typically priced lowest). Thus, seasonal fluctuations could result in an
investor incurring losses upon the sale of Shares, particularly if the investor
needs to sell Shares when a Wheat Futures Contract is, in whole or part,
expiring in the harvest season for the specified commodity.
◦Risks
Specific to Wheat.
Demand for food products made from wheat flour is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends. More specifically, demand for such food products
in the United States is relatively
unaffected by changes in wheat prices or disposable income but is closely tied
to tastes and preferences. For example, in recent years the increase in the
popularity of low-carbohydrate diets caused the consumption of wheat flour to
decrease rapidly. Export demand for wheat fluctuates yearly, based largely on
crop yields in the importing countries, which can be impacted by various
factors, including geopolitical events in such countries, such as the ongoing
conflict in Ukraine.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt
security is unable to pay interest or repay principal when it is due. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The
extent to which the Fund invests in commodity-linked derivatives may be limited
by the qualifying income and asset diversification tests, which the Fund must
continue to satisfy to maintain its status as a RIC. If the Fund does not
qualify as a RIC for any taxable year and certain relief provisions are not
available, the Fund’s taxable income would be subject to tax at the Fund level
and to a further tax at the shareholder level when such income is distributed.
Failure to comply with the requirements for qualification as a RIC could have
significant negative tax consequences to Fund shareholders. Under certain
circumstances, the Fund may be able to cure a failure to meet the qualifying
income requirement, but in order to do so the Fund may incur significant
Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk. Swap agreements are contracts among the
Fund and a counterparty to exchange the return of the pre-determined underlying
investment (such as the rate of return of the underlying commodity). Swap
agreements may be negotiated bilaterally and traded over-the-counter (“OTC”)
between two parties or, for certain standardized swaps, must be exchange-traded
through an FCM and/or cleared through a clearinghouse that serves as a central
counterparty. Swap agreements may be subject to fees and expenses, and by
investing in swaps indirectly through the Fund, a shareholder will bear the
expenses of such derivatives in addition to expenses of the Fund. Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums, on OTC swaps, which
may result in the Fund and its counterparties posting higher margin amounts for
OTC swaps, which could increase the cost of swap transactions to the Fund and
impose added operational complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses.
FCMs act as the intermediaries between customers and exchanges facilitating
transactions in commodity derivatives. DCMs are the exchanges on which these
transactions occur.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The
Fund had not commenced investment operations prior to the date of this
Prospectus and therefore does not have a
performance history for a full calendar year. In the future,
performance information for the Fund will be presented in this section. Updated
performance information is available on the Fund’s website at www.teucrium.com.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
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Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception. Chris Small, a
Portfolio Manager of the Adviser, has been a portfolio manager of the Fund
since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
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| TEUCRIUM
2X DAILY WHEAT ETF - FUND SUMMARY |
Important
Information About the Fund
Teucrium
2x Daily Wheat ETF (“2x Daily Wheat ETF” or the “Fund”) seeks daily investment
results, before fees and expenses, that correspond to two times (2x) the price
of wheat for future delivery for
a single day,
not for any other period. A “single day” is measured from the time the Fund
calculates its net asset value (“NAV”) to the time of the Fund’s next NAV
calculation. The NAV calculation time for the Fund typically is 4:00 p.m.
Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of wheat for future delivery for the same period. For
periods longer than a single day, the Fund will lose money if wheat’s
performance is flat, and it is possible that the Fund will lose money even if
the price of wheat for future delivery increases.
Longer holding periods, higher volatility in the price of wheat for future
delivery, and greater leveraged exposure each exacerbate the impact of
compounding on an investor’s returns. During periods of higher wheat volatility,
the volatility of wheat may affect the Fund’s return as much as or more than the
return of the price of wheat for future delivery.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An investor in the Fund could potentially lose the full principal
value of their investment within a single day. The Fund does not intend to take
physical delivery of the wheat associated with the Wheat Futures Contracts
(defined below) in which it invests. Instead, the Fund seeks to benefit from
increases in the price of Wheat Futures Contracts for a single day.
Investment
Objective
The
2x Daily Wheat ETF seeks daily investment results, before fees and expenses,
that correspond to two times (2x) the daily price performance of wheat.
The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1 Teucrium
Investment Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has
contractually agreed to reduce the Fund’s management fee from 1.49% to 0.95% of
the Fund’s average daily net assets until at least April 30,
2027. This agreement may be terminated only by, or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2 The Adviser also serves as the investment adviser to the
Subsidiary (defined below) and provides the Subsidiary with the same type of
management services, under essentially the same terms, as it provides the Fund.
The Adviser has agreed to waive the management fee of 1.49% to be paid by the
Subsidiary. This waiver will continue in effect until at least April 30,
2027. This waiver may be terminated only with the approval of the Subsidiary’s
Board of Directors.
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The
Example reflects the management fee reduction described in the table
above for the first year only. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
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| 1
Year |
$97 |
3
Years |
$418 |
5
Years |
$762 |
10
Years |
$1,733 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal year ended December 31, 2025, the Fund’s portfolio turnover rate
was 0% of the average
value of its portfolio.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective primarily through managed exposure to wheat futures
contracts (“Wheat Futures Contracts”), such as Chicago Board of Trade wheat
futures contracts, that trade only on an exchange registered with the Commodity
Futures Trading Commission (“CFTC”), and cash, cash-equivalents or high-quality
securities that serve as collateral to the Fund’s investments in Wheat Futures
Contracts (“Collateral Investments”). In this manner, the Fund seeks to provide
daily leveraged exposure to the price of wheat to seek returns equal to 200% of
the daily price performance of wheat. The Fund does not intend to take physical
delivery of wheat associated with the Wheat Futures Contracts. Instead, the Fund
seeks to benefit from increases in the price of Wheat Futures Contracts for a
single day.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Wheat-linked exchange
traded investment products (“Wheat-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Wheat-Linked ETPs such as Teucrium
Wheat Fund (Ticker: WEAT), the sponsor of which wholly owns and controls the
Adviser;
and (iii) swap agreement transactions that reference wheat, Wheat-Linked ETPs,
Wheat Futures Contracts, or wheat-related indexes (such
as the Bloomberg Wheat Subindex, S&P GSCI Wheat or Teucrium Wheat Fund
Benchmark Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Wheat Futures Contracts
and Other Investments that in the aggregate provide exposure to the price
movements of wheat.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Wheat Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Wheat Futures Contracts primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve 2x daily exposure to wheat, the Fund intends
to typically enter into Wheat Futures Contracts as the “buyer.” In order to
maintain its 2x daily exposure to wheat, the Fund intends to exit its futures
contracts as they near expiration and replace them with new futures contracts
with a later expiration date. This process is referred to as “rolling.” The Fund
may invest in Wheat Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”). However, there can be no guarantee that such a strategy will
produce the desired results.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Wheat Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will attempt to achieve its investment objective without regard to overall
market movement or the increase or decrease of the price of wheat. At the close
of the markets each trading day, the Adviser determines the type, quantity and
mix of investment positions so that its exposure to price of wheat is consistent
with the Fund’s investment objective. The impact of movements in the price of
wheat during the day will affect whether the Fund’s portfolio needs to be
re-positioned. For example, if the price of wheat has risen on a given day, net
assets of the Fund should rise, meaning the Fund’s exposure will need to be
increased. Conversely, if the price of wheat has fallen on a given day, net
assets of the Fund should fall, meaning the Fund’s exposure will need to be
reduced.
The
Adviser may determine to modify the extent of the Fund’s exposure to Wheat
Futures Contracts in order to avoid exceeding any position limits applicable to
Wheat Futures Contracts established by the applicable DCM. These position limits
may hinder the Fund’s
ability
to enter into the desired amount of Wheat Futures Contracts at times. Because of
the anticipated size of the Fund’s Wheat Futures Contracts holdings relative to
the size of the futures market, the Adviser does not anticipate that position
limits will adversely affect the Fund’s ability to seek its target exposure
until the Fund’s assets under management grow significantly. Any determination
to modify the Fund’s exposure to Wheat Futures Contracts may cause the Fund to
liquidate its Wheat Futures Contracts holdings at disadvantageous times or
prices, potentially subjecting the Fund to substantial losses, and prevent the
Fund from achieving its investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Wheat Futures Contracts and certain
Other Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to wheat.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will very likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of wheat for the same period. The Fund will lose money if the price performance
of wheat is flat over time, and the Fund can lose money regardless of the
performance of the price of wheat, as a result of daily rebalancing, the
volatility of the price of wheat, compounding of each day’s return and other
factors. See “Principal Investment Risks” below.
Wheat
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as wheat from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the price at which the futures contract is purchased or
sold and the price paid for the offsetting sale or purchase, after allowance for
brokerage commissions, constitutes the profit or loss to the
trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund. Conversely,
futures contracts with a longer term to expiration may be priced lower than
futures contracts with a shorter term to expiration, a relationship called
“backwardation”. When rolling long futures contracts that are in backwardation,
the Fund will close its long position by selling the shorter term contract at a
relatively higher price and buying a longer-dated contract at a relatively lower
price. The presence of backwardation may positively affect the performance of
the Fund.
If
circumstances arise where market prices for Wheat Futures Contracts are not
readily available, the Fund will fair value its Wheat Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Wheat Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Wheat
Wheat
is used to produce flour, the key ingredient for breads, pasta, crackers, and
many other food products, as well as several industrial products such as
starches and adhesives. Wheat by-products are used in livestock feeds. Wheat is
a staple commodity used pervasively across the globe so that any contractions in
consumption may only be temporary as has historically been the case. Wheat is
the principal food grain produced in the United States, and the United States’
output of wheat is typically exceeded only by that of China, the European Union,
Russia, and India. The United States Department of Agriculture (“USDA”)
publishes weekly, monthly, quarterly, and annual updates for U.S. domestic and
worldwide wheat production and consumption. If the global demand of wheat is not
equal to global supply, this may have an impact on the price of wheat. Global
wheat consumption may fluctuate year over year due to any number of reasons
which may include, but is not limited to, economic conditions, global health
concerns, international trade policy.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. Generally, these adverse effects may cause continued
volatility in the price of wheat, wheat futures, and the price of
Shares.
Other
Investments
In
order to help the Fund meet its daily investment objective by maintaining the
daily desired level of leveraged exposure to wheat, maintain its tax status as a
RIC on days in and around quarter-end, help the Fund maintain its desired
exposure to Wheat Futures Contracts when it is approaching or has exceeded
position limits or accountability levels, or because of liquidity or other
constraints, the Fund may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Wheat-Linked
ETPs
The
Fund may invest in shares of Wheat-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of wheat for future delivery, and trade intra-day on
a national securities exchange. Wheat-Linked ETPs are passively managed and do
not pursue active management investment strategies, and their sponsors do not
actively manage the exposure to wheat held by the ETP. This means that the
sponsor of the ETP does not sell wheat futures contracts at times when its price
is high or acquire wheat futures contracts at low prices in the expectation of
future price increases.
Swaps
that reference wheat, Wheat-Linked ETPs, Wheat Futures Contracts, or
wheat-related indexes
The
Fund may invest in cash-settled swap agreements referencing wheat, Wheat-Linked
ETPs, Wheat Futures Contracts or wheat-related indexes. Swap contracts are
transactions entered into primarily with major global financial institutions for
a specified period ranging from a day to more than one year. In a swap
transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of wheat, shares of
Wheat-Linked ETPs, Wheat Futures Contracts, or wheat-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its investment objective. The following risks could
affect the value of your investment in the Fund:
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities
may
be subject to risks relating to the demand and distribution of such commodities
in foreign countries, such as: uncontrolled fires (including arson); challenges
in doing business with foreign companies; legal and regulatory restrictions;
transportation costs; interruptions in energy supply; currency exchange rate
fluctuations; and political and economic instability. Additionally, demand for
agricultural commodities is affected by changes in consumer tastes, national,
regional and local economic conditions, and demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of wheat, contracts expiring during the spring and early summer are
typically priced lowest). Thus, seasonal fluctuations could result in an
investor incurring losses upon the sale of Shares, particularly if the investor
needs to sell Shares when a Wheat Futures Contract is, in whole or part,
expiring in the harvest season for the specified commodity.
◦Risks
Specific to Wheat. Demand for food products made from wheat
flour is affected by changes in consumer tastes, national, regional and local
economic conditions, and demographic trends. More specifically, demand for such
food products in the United States is relatively unaffected by changes in wheat
prices or disposable income but is closely tied to tastes and preferences. For
example, in recent years the increase in the popularity of low-carbohydrate
diets caused the consumption of wheat flour to decrease rapidly. Export demand
for wheat fluctuates yearly, based largely on crop yields in the importing
countries, which can be impacted by various factors, including geopolitical
events in such countries, such as the ongoing conflict in
Ukraine.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated
investment-grade
or below investment-grade and may carry variable or floating rates of interest.
Corporate debt securities carry both credit risk and interest rate risk. Credit
risk is the risk that the Fund could lose money if the issuer of a corporate
debt security is unable to pay interest or repay principal when it is due.
Interest rate risk is the risk that interest rates rise and fall over time. For
example, the value of fixed-income securities generally decrease when interest
rates rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The extent to which the Fund invests in commodity-linked derivatives
may be limited by the qualifying income and asset diversification tests, which
the Fund must continue to satisfy to maintain its status as a RIC. If the Fund
does not qualify as a RIC for any taxable year and certain relief provisions are
not available, the Fund’s taxable income would be subject to tax at the Fund
level and to a further tax at the shareholder level when such income is
distributed. Failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Daily
Correlation/Tracking Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
the price performance of wheat and therefore achieve its daily leveraged
investment objective. To achieve a high degree of correlation with the price
performance of wheat, the Fund seeks to rebalance its portfolio daily to keep
leverage consistent with its daily leveraged investment objective. In addition,
the Fund’s exposure to the price of wheat is impacted by the movement of the
price of wheat. Because of this, it is unlikely that the Fund will be perfectly
exposed to the price performance of wheat at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the price
performance of wheat increases on days when the
price
of wheat is volatile near the close of the trading day. Market disruptions,
regulatory restrictions and extreme volatility will also adversely affect the
Fund’s ability to adjust exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective due
to fees, expenses, transaction costs, financing costs related to the use of
derivatives, investments in exchange-traded products, directly or indirectly,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund.
The Fund may be subject to large movements of assets into and out of the Fund,
potentially resulting in the Fund being over- or under-exposed to the price of
wheat. The Fund may take or refrain from taking positions to improve the tax
efficiency or to comply with various regulatory restrictions, either of which
may negatively impact the Fund’s correlation to the price performance of
wheat.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk. Swap agreements are contracts among the Fund and a counterparty to
exchange the return of the pre-determined underlying investment (such as the
rate of return of the underlying commodity). Swap agreements may be negotiated
bilaterally and traded over-the-counter (“OTC”) between two parties or, for
certain standardized swaps, must be exchange-traded through an FCM and/or
cleared through a clearinghouse that serves as a central counterparty. Swap
agreements may be subject to fees and expenses, and by investing in swaps
indirectly through the Fund, a shareholder will bear the expenses of such
derivatives in addition to expenses of the Fund. Risks associated with the use
of swap agreements are different from those associated with ordinary portfolio
securities transactions, due in part to the fact they could be considered
illiquid and many swaps trade on the OTC market. Swaps are particularly subject
to counterparty credit, correlation, valuation, liquidity and leveraging risks.
While exchange trading and central clearing are intended to reduce counterparty
credit risk and increase liquidity, they do not make swap transactions
risk-free. Additionally, applicable regulators have adopted rules imposing
certain margin requirements, including minimums, on OTC swaps, which may result
in the Fund and its counterparties posting higher margin amounts for OTC swaps,
which could increase the cost of swap transactions to the Fund and impose added
operational complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•Effects
of Compounding and Market Volatility Risk.
The Fund has a daily leveraged investment objective and the Fund’s performance
for periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of wheat, before fees and expenses. Compounding affects
all investments, but has a more significant impact on funds that are leveraged
and that rebalance daily. For a leveraged fund, if adverse daily performance of
the price of wheat reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
wheat increases the amount of a shareholder’s investment, the dollar amount lost
due to future adverse performance will increase because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of
wheat and the holding period increase. The impact of compounding will impact
each shareholder differently depending on the period of time an investment in
the Fund is held and the volatility of the price of wheat during the
shareholder’s holding period of an investment in the Fund.
The
chart below provides examples of how reference price volatility could affect the
Fund’s performance. The chart illustrates the impact of two factors that affect
the Fund’s performance: wheat price volatility and the price performance of
wheat. The price performance of wheat shows the percentage change in the price
of wheat over the specified time period, while wheat price volatility is a
statistical measure of the magnitude of fluctuations in the price performance
during that time period. As illustrated below, even if the price change over two
equal time periods is identical, different price volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The chart below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The chart shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
reference asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of wheat.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the price
of wheat did not change over a one year period during which the price
experienced annualized volatility of 25%. At higher ranges of volatility, there
is a chance of a significant loss of value in the Fund, even if the price is
flat. For
instance, if the annualized volatility of the price of wheat is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of wheat for the year was 0%.
Areas shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than two times (2x) the change in the price of wheat and
those shaded green (or light gray) represent those scenarios where the Fund can
be expected to return more than two times (2x) the change in the price of wheat.
The Fund’s actual returns may be significantly better or worse than the returns
shown below as a result of any of the factors discussed above or in “Daily
Correlation/Tracking Risk” above.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Intra-Day
Investment Risk.
The Fund seeks leveraged investment results from the close of the market on a
given trading day until the close of the market on the subsequent trading day.
The exact exposure of an investment in the Fund intraday in the secondary market
is a function of the difference between the price of wheat at the market close
on the first trading day and the price of wheat at the time of purchase. If the
price of wheat increases, the Fund’s net assets will rise by the same amount as
the Fund’s exposure. Conversely, if the price of wheat declines, the Fund’s net
assets will decline by the same amount as the Fund’s exposure. Thus, an investor
that purchases shares intra-day may experience performance that is greater than,
or less than, the Fund’s stated multiple of the price performance of
wheat.
If
there is a significant intra-day market event and/or the price of wheat
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the NYSE Arca, Inc. and incur significant losses.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
•Leverage
Risk.
The Fund seeks to achieve and maintain the exposure to the price of wheat for
future delivery by using leverage inherent in futures contracts. Therefore, the
Fund is subject to leverage risk. When the Fund purchases or sells an instrument
or enters into a transaction without investing an amount equal to the full
economic exposure of the instrument or transaction, it creates leverage, which
can result in the Fund losing more than it originally invested. As a result,
these investments may magnify losses to the Fund, and even a small market
movement may result in significant losses to the Fund. Leverage may also cause
the Fund to be more volatile because it may exaggerate the effect of any
increase or decrease in the value of the Fund’s portfolio
securities. Futures trading involves a degree of leverage and as a
result, a relatively small price movement in futures instruments may result in
immediate and substantial losses to the Fund.
•Limited
Operating History Risk. The Fund is a recently organized investment company with a limited
operating history. As a result, prospective investors have a limited track
record or history on which to base their investment decision.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and
other instruments fluctuate in response to a variety of factors. These factors
include events impacting the entire market or specific market segments, such as
political, market and economic developments, as well as events that impact
specific issuers. The Fund’s NAV and market price, like security and commodity
prices generally, may fluctuate significantly in response to these and other
factors. As a result, an investor could lose money over short or long periods of
time. In addition, government actions or interventions (including, but not
limited, to the threat or imposition of tariffs, trade restrictions, currency
restrictions or similar actions) as well as developments related to economic,
political (including geopolitical), social, public health, market, extreme
weather, natural or man-made disasters, or other conditions or events have in
the past and may in the future result in volatility in financial markets and
reduced liquidity in equity, credit, and/or debt markets, which could adversely
impact the Fund and its investments and their value and performance. These
developments as well as other events could result in further market volatility
and negatively affect financial asset prices, the liquidity of certain
securities and the normal operations of securities exchanges and other
markets.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The performance
information presented below provides some indication of the risks of investing
in the Fund by showing the extent to which the Fund’s performance can change
from year to year and over time. The bar chart below shows the
Fund’s performance for the most recent calendar year ended December 31. The
table illustrates how the Fund’s average annual returns for the 1-year and since
inception periods compare with those of the S&P 500®
Index, a broad-based securities market index intended to represent the overall
domestic equity market. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is available on the
Fund’s website at www.teucrium.com.
Calendar Year Total Return
as of December 31
During
the period shown in the bar chart, the best performance for a
quarter was -6.17% (for the quarter ended December 31, 2025) and
the worst performance was
-17.69% (for the quarter ended
September 30,
2025).
|
|
|
|
|
|
|
|
| |
Average
Annual Total Returns (for the Periods Ended December 31,
2025) |
|
| 1-Year |
Since
Inception
(12/12/24) |
| Return
Before Taxes |
-37.91% |
-37.94% |
| Return
After Taxes on Distributions |
-38.58% |
-38.61% |
| Return
After Taxes on Distributions and Sale of Fund
Shares |
-22.32% |
-28.97% |
|
S&P
500®
TR Index
(reflects no deductions
for fees, expenses, or
taxes) |
17.88% |
13.88% |
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their Shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts. In certain
cases, the figure representing “Return After Taxes on Distributions and Sale of
Shares” may be higher than the other return figures for the same period. A
higher after-tax return results when a capital loss occurs upon redemption and
provides an assumed tax deduction that benefits the
investor.
|
|
|
|
|
| |
| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
|
Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception in December 2024.
Chris Small, a Portfolio Manager of the Adviser, has been a portfolio
manager of the Fund since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
|
|
| |
| TEUCRIUM
NO K-1 SUGAR ETF - FUND SUMMARY |
Investment
Objective
The
Teucrium No K-1 Sugar ETF (the “No K-1 Sugar ETF” or the “Fund”) seeks
investment results, before fees and expenses, that correspond to the price
performance of sugar.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”).
You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2,3 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1
Teucrium Investment
Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has contractually
agreed to reduce the Fund’s management fee from 1.49% to 0.95% of the Fund’s
average daily net assets until at least April 30,
2027. This agreement may be terminated only by or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2
The
Adviser also serves as the investment adviser to the Subsidiary (defined below)
and provides the Subsidiary with the same type of management services, under
essentially the same terms, as it provides the Fund. The Adviser has agreed to
waive the management fee of 1.49% to be paid by the Subsidiary. This waiver will
continue in effect until at least April 30, 2027. This waiver may be
terminated only with the approval of the Subsidiary’s Board of
Directors.
3
Estimated for the current fiscal
year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The Example reflects the
management fee reduction described in the table above for the first year
only. Although your actual costs may be higher
or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
The Fund’s portfolio turnover rate has been omitted because the Fund had not
commenced investment operations prior to the date of this
Prospectus.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing primarily in sugar futures contracts
(“Sugar Futures Contracts”), such as Sugar No. 11 futures contracts, that trade
only on an exchange registered with the Commodity Futures Trading Commission
(“CFTC”), and cash, cash-equivalents or high-quality securities that serve as
collateral to the Fund’s investments in Sugar Futures Contracts (“Collateral
Investments”). The Fund does not intend to take physical delivery of sugar
associated with the Sugar Futures Contracts.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Sugar-linked exchange
traded investment products (“Sugar-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Sugar-Linked ETPs such as Teucrium Sugar Fund
(Ticker: CANE), the sponsor of which wholly owns and controls the Adviser; and
(iii) swap agreement transactions that
reference
sugar, Sugar-Linked ETPs, Sugar Futures Contracts, or sugar-related indexes
(such as the Bloomberg Sugar Subindex, S&P GSCI Sugar or Teucrium Sugar Fund
Benchmark Index).
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Sugar Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Sugar Futures Contracts
and Other Investments that in the aggregate provide exposure to the price
movements of sugar.
The
Fund expects to invest in Sugar Futures Contracts primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve its investment objective, the Fund intends to
typically enter into Sugar Futures Contracts as the “buyer.” The Fund intends to
exit its futures contracts as they near expiration and replace them with new
futures contracts with a later expiration date. This process is referred to as
“rolling.” Futures holdings will not be rolled on a predetermined schedule. The
Fund may invest in Sugar Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”). The Adviser may consider the following factors, among others,
when determining the Fund’s investments in Sugar Futures Contracts and Other
Investments: liquidity, regulatory requirements, risk mitigation measures, the
Fund’s FCMs (as defined below), counterparties and market conditions.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Sugar Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will generally hold its Sugar Futures Contracts during periods in which the
price of sugar is flat or declining, as well as during periods in which the
value of sugar is rising. The Adviser may determine to modify the extent of the
Fund’s exposure to Sugar Futures Contracts in response to extreme market
conditions, as determined in the sole discretion of the Adviser, and to avoid
exceeding any position limits applicable to the Sugar Futures Contracts,
established by the applicable DCM. These position limits may hinder the Fund’s
ability to enter into the desired amount of Sugar Futures Contracts at times.
Because of the anticipated size of the Fund’s Sugar Futures Contracts holdings
relative to the size of the futures market, the Adviser does not anticipate that
position limits will adversely affect the Fund’s ability to seek its target
exposure until the Fund’s assets under management grow significantly. Any
determination to modify the Fund’s exposure to Sugar Futures Contracts may cause
the Fund to liquidate its Sugar Futures Contracts holdings at disadvantageous
times or prices, potentially subjecting the Fund to substantial losses, and
prevent the Fund from achieving its investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Sugar Futures Contracts and certain
Other Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to sugar.
Sugar
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as sugar from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. Such contracts may be referred to as “non-spot”
futures contracts to differentiate from spot contracts, in which the purchase of
the commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the
price
at which the futures contract is purchased or sold and the price paid for the
offsetting sale or purchase, after allowance for brokerage commissions,
constitutes the profit or loss to the trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Sugar Futures Contracts are not
readily available, the Fund will fair value its Sugar Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Sugar Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Sugar
Sugarcane
accounts for nearly 79% of the world’s sugar production, while sugar beets
account for the remainder of the world’s sugar production. Sugar manufacturers
use sugar beets and sugarcane as the raw material from which refined sugar
(sucrose) for industrial and consumer use is produced. Sugar is produced in
various forms, including granulated, powdered, liquid, brown, and molasses. The
food industry (in particular, producers of baked goods, beverages, cereal,
confections, and dairy products) uses sugar and sugarcane molasses to make
sugar-containing food products. Sugar beet pulp and molasses products are used
as animal feed ingredients. Ethanol is an important by-product of sugarcane
processing. Additionally, the material that is left over after sugarcane is
processed is used to manufacture paper, cardboard, and “environmentally
friendly” eating utensils.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. The price per pound of sugar in the United States is primarily
a function of both U.S. and global production and demand as well as expansive
protectionist policies implemented by the U.S. Government. Given all of the
above factors, the Adviser has no ability to discern when current high levels of
volatility will subside.
Other
Investments
In
order to help the Fund meet its investment objective by maintaining the desired
level of exposure to sugar, maintain its tax status as a RIC on days in and
around quarter-end, help the Fund maintain its desired exposure to Sugar Futures
Contracts when it is approaching or has exceeded position limits or
accountability levels, or because of liquidity or other constraints, the Fund
may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Sugar-Linked
ETPs
The
Fund may invest in shares of Sugar-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of sugar for future delivery, and trade intra-day on
a national securities exchange. Sugar-Linked ETPs are passively managed and do
not pursue active management investment strategies, and their sponsors do not
actively manage the exposure to sugar held by the ETP. This means that the
sponsor of the ETP does not sell sugar futures contracts at times when its price
is high or acquire sugar futures contracts at low prices in the expectation of
future price increases.
Swaps
that reference sugar, Sugar-Linked ETPs, Sugar Futures Contracts, or
sugar-related indexes
The Fund may invest in cash-settled swap agreements referencing
sugar, Sugar-Linked ETPs, Sugar Futures Contracts or sugar-related indexes. Swap
contracts are transactions entered into primarily with major global financial
institutions for a specified period ranging from a day to more than one year. In
a swap transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of sugar, shares of
Sugar-Linked ETPs, Sugar Futures Contracts, or sugar-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its investment objective. The following risks could
affect the value of your investment in the Fund:
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including futures contracts. Such instruments may create enhanced risks for the
Fund and the Adviser’s ability to control the Fund’s level of risk will depend
on the Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the demand and distribution of
such commodities in foreign countries, such as: uncontrolled fires (including
arson); challenges in doing business with foreign companies; legal and
regulatory restrictions; transportation costs; interruptions in energy supply;
currency exchange rate fluctuations; and political and economic instability.
Additionally, demand for agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of sugar, contracts expiring during the spring and early summer are
typically priced lowest). Thus, seasonal fluctuations could result in an
investor incurring losses upon the sale of Shares, particularly if the investor
needs to sell Shares when a Sugar Futures Contract is, in whole or part,
expiring in the harvest season for the specified commodity.
◦Risks
Specific to Sugar.
The spread of consumerism and the rising affluence of emerging nations such as
China and India have created increased demand for sugar. An influx of people in
developing countries moving from rural to urban areas may
create more disposable income to be spent
on sugar products and might also reduce sugar production in rural areas on
account of worker shortages, all of which could result in upward pressure on
sugar prices. In addition, global demand for sugar to produce ethanol has also
been a significant factor affecting the price of sugar. On the other hand,
public health concerns regarding obesity, heart disease and diabetes,
particularly in developed countries, may reduce demand for sugar. In light of
the time it takes to grow sugarcane and sugar beets and the cost of new
facilities for processing these crops, it may not be possible to increase supply
quickly or in a cost-effective manner in response to an increase in
demand.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt
security is unable to pay interest or repay principal when it is due. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The
extent to which the Fund invests in commodity-linked derivatives may be limited
by the qualifying income and asset diversification tests, which the Fund must
continue to satisfy to maintain its status as a RIC. If the Fund does not
qualify as a RIC for any taxable year and certain relief provisions are not
available, the Fund’s taxable income would be subject to tax at the Fund level
and to a further tax at the shareholder level when such income is distributed.
Failure to comply with the requirements for qualification as a RIC could have
significant negative tax consequences to Fund shareholders. Under certain
circumstances, the
Fund may be able to cure a failure to meet the qualifying income
requirement, but in order to do so the Fund may incur significant Fund-level
taxes, which would effectively reduce (and could eliminate) the Fund’s returns.
The tax treatment of certain commodity-linked derivatives may be affected by
future regulatory or legislative changes that could affect the character, timing
and/or amount of the Fund’s taxable income or gains and
distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk. Swap agreements are contracts among the
Fund and a counterparty to exchange the return of the pre-determined underlying
investment (such as the rate of return of the underlying commodity). Swap
agreements may be negotiated bilaterally and traded over-the-counter (“OTC”)
between two parties or, for certain standardized swaps, must be exchange-traded
through an FCM and/or cleared through a clearinghouse that serves as a central
counterparty. Swap agreements may be subject to fees and expenses, and by
investing in swaps indirectly through the Fund, a shareholder will bear the
expenses of such derivatives in addition to expenses of the Fund. Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums, on OTC swaps, which
may result in the Fund and its counterparties posting higher margin amounts for
OTC swaps, which could increase the cost of swap transactions to the Fund and
impose added operational complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses.
FCMs act as the intermediaries between customers and exchanges facilitating
transactions in commodity derivatives. DCMs are the exchanges on which these
transactions occur.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The
Fund had not commenced investment operations prior to the date of this
Prospectus and therefore does not have a performance
history for a full calendar year. In the future, performance
information for the Fund will be presented in this section. Updated performance
information is available on the Fund’s website at www.teucrium.com.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
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Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception. Chris Small, a
Portfolio Manager of the Adviser, has been a portfolio manager of the Fund
since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
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| TEUCRIUM
2X DAILY SUGAR ETF - FUND SUMMARY |
Important
Information About the Fund
Teucrium
2x Daily Sugar ETF (“2x Daily Sugar ETF” or the “Fund”) seeks daily investment
results, before fees and expenses, that correspond to two times (2x) the price
of sugar for future delivery for
a single day,
not for any other period. A “single day” is measured from the time the Fund
calculates its net asset value (“NAV”) to the time of the Fund’s next NAV
calculation. The NAV calculation time for the Fund typically is 4:00 p.m.
Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of sugar for future delivery for the same period. For
periods longer than a single day, the Fund will lose money if sugar’s
performance is flat, and it is possible that the Fund will lose money even if
the price of sugar for future delivery increases.
Longer holding periods, higher volatility in the price of sugar for future
delivery, and greater leveraged exposure each exacerbate the impact of
compounding on an investor’s returns. During periods of higher sugar volatility,
the volatility of sugar may affect the Fund’s return as much as or more than the
return of the price of sugar for future delivery.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An investor in the Fund could potentially lose the full principal
value of their investment within a single day. The Fund does not intend to take
physical delivery of the sugar associated with the Sugar Futures Contracts
(defined below) in which it invests. Instead, the Fund seeks to benefit from
increases in the price of Sugar Futures Contracts for a single day.
Investment
Objective
The
2x Daily Sugar ETF seeks daily investment results, before
fees and expenses, that correspond to two times (2x) the daily price performance
of sugar. The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single
day.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2,3 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1
Teucrium Investment
Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has contractually
agreed to reduce the Fund’s management fee from 1.49% to 0.95% of the Fund’s
average daily net assets until at least April 30,
2027. This agreement may be terminated only by or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2
The
Adviser also serves as the investment adviser to the Subsidiary (defined below)
and provides the Subsidiary with the same type of management services, under
essentially the same terms, as it provides the Fund. The Adviser has agreed to
waive the management fee of 1.49% to be paid by the Subsidiary. This waiver will
continue in effect until at least April 30, 2027. This waiver may be
terminated only with the approval of the Subsidiary’s Board of
Directors.
3
Estimated for the current fiscal
year.
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the
same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. The Example reflects the
management fee reduction described in the table above for the first year
only. Although your actual costs may be higher
or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
The Fund’s portfolio turnover rate has been omitted because the Fund had not
commenced investment operations prior to the date of this
Prospectus.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective primarily through managed exposure to sugar futures
contracts (“Sugar Futures Contracts”), such as Sugar No. 11 futures contracts,
that trade only on an exchange registered with the Commodity Futures Trading
Commission (“CFTC”), and cash, cash-equivalents or high-quality securities that
serve as collateral to the Fund’s investments in Sugar Futures Contracts
(“Collateral Investments”). In this manner, the Fund seeks to provide daily
leveraged exposure to the price of sugar to seek returns equal to 200% of the
daily price performance of sugar. The Fund does not intend to take physical
delivery of sugar associated with the Sugar Futures Contracts. Instead, the Fund
seeks to benefit from increases in the price of Sugar Futures Contracts for a
single day.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Sugar-linked exchange
traded investment products (“Sugar-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Sugar-Linked ETPs such as Teucrium
Sugar Fund (Ticker: CANE), the sponsor of which wholly owns and controls the
Adviser;
and (iii) swap agreement transactions that reference sugar,
Sugar-Linked
ETPs, Sugar
Futures Contracts, or sugar-related
indexes (such
as the Bloomberg Sugar Subindex, S&P GSCI Sugar or Teucrium Sugar Fund
Benchmark Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Sugar Futures Contracts
and Other Investments that in the aggregate provide exposure to the price
movements of sugar.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Sugar Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Sugar Futures Contracts primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve 2x daily exposure to sugar, the Fund intends
to typically enter into Sugar Futures Contracts as the “buyer.” In order to
maintain its 2x daily exposure to sugar, the Fund intends to exit its futures
contracts as they near expiration and replace them with new futures contracts
with a later expiration date. This process is referred to as “rolling.” The Fund
may invest in Sugar Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”). However, there can be no guarantee that such a strategy will
produce the desired results.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Sugar Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will attempt to achieve its investment objective without regard to overall
market movement or the increase or decrease of the price of sugar. At the close
of the markets each trading day, the Adviser determines the type, quantity and
mix of investment positions so that its exposure to price of sugar is consistent
with the Fund’s investment objective. The impact of movements in the price of
sugar during the day will affect whether the Fund’s portfolio needs to be
re-positioned. For example, if the price of sugar has risen on a given day, net
assets of the Fund should rise, meaning the Fund’s exposure will need to be
increased. Conversely, if the price of sugar has fallen on a given day, net
assets of the Fund should fall, meaning the Fund’s exposure will need to be
reduced.
The
Adviser may determine to modify the extent of the Fund’s exposure to Sugar
Futures Contracts in order to avoid exceeding any position limits applicable to
Sugar Futures Contracts established by the applicable DCM. These position limits
may hinder the Fund’s ability to enter into the desired amount of Sugar Futures
Contracts at times. Because of the anticipated size of the Fund’s Sugar Futures
Contracts holdings relative to the size of the futures market, the Adviser does
not anticipate that position limits will adversely affect the Fund’s ability to
seek its target exposure until the Fund’s assets under management grow
significantly. Any determination to modify the Fund’s exposure to Sugar Futures
Contracts may cause the Fund to liquidate its Sugar Futures Contracts holdings
at disadvantageous times or prices, potentially subjecting the Fund to
substantial losses, and prevent the Fund from achieving its investment
objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Sugar Futures Contracts and certain
Other Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to sugar.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will very likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of sugar for the same period. The Fund will lose money if the price performance
of sugar is flat over time, and the Fund can lose money regardless of the
performance of the price of sugar, as a result of daily rebalancing, the
volatility of the price of sugar, compounding of each day’s return and other
factors. See “Principal Investment Risks” below.
Sugar
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as sugar from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the price at which the futures contract is purchased or
sold and the price paid for the offsetting sale or purchase, after allowance for
brokerage commissions, constitutes the profit or loss to the
trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Sugar Futures Contracts are not
readily available, the Fund will fair value its Sugar Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Sugar Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Sugar
Sugarcane
accounts for nearly 79% of the world’s sugar production, while sugar beets
account for the remainder of the world’s sugar production. Sugar manufacturers
use sugar beets and sugarcane as the raw material from which refined sugar
(sucrose) for industrial and consumer use is produced. Sugar is produced in
various forms, including granulated, powdered, liquid, brown, and molasses. The
food industry (in particular, producers of baked goods, beverages, cereal,
confections, and dairy products) uses sugar and sugarcane molasses to make
sugar-containing food products. Sugar beet pulp and molasses products are used
as animal feed ingredients. Ethanol is an important by-product of sugarcane
processing. Additionally, the material that is left over after sugarcane is
processed is used to manufacture paper, cardboard, and “environmentally
friendly” eating utensils.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. The price per pound of sugar in the United States is primarily
a function of both U.S. and global production and demand as well as expansive
protectionist policies implemented by the U.S. Government. Given all of the
above factors, the Adviser has no ability to discern when current high levels of
volatility will subside.
Other
Investments
In
order to help the Fund meet its daily investment objective by maintaining the
daily desired level of leveraged exposure to sugar, maintain its tax status as a
RIC on days in and around quarter-end, help the Fund maintain its desired
exposure to Sugar Futures Contracts when it is approaching or has exceeded
position limits or accountability levels, or because of liquidity or other
constraints, the Fund may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Sugar-Linked
ETPs
The
Fund may invest in shares of Sugar-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of sugar for future delivery, and trade intra-day on
a national securities exchange. Sugar-Linked ETPs are passively managed and do
not pursue active management investment strategies, and their sponsors do not
actively manage the exposure to sugar held by the ETP. This means that the
sponsor of the ETP does not sell sugar futures contracts at times when its price
is high or acquire sugar futures contracts at low prices in the expectation of
future price increases.
Swaps
that reference sugar, Sugar-Linked ETPs, Sugar Futures Contracts, or
sugar-related indexes
The Fund may invest in cash-settled swap agreements referencing
sugar, Sugar-Linked ETPs, Sugar Futures Contracts or sugar-related indexes. Swap
contracts are transactions entered into primarily with major global financial
institutions for a specified period ranging from a day to more than one year. In
a swap transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of sugar, shares of
Sugar-Linked ETPs, Sugar Futures Contracts, or sugar-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its investment objective. The following risks could
affect the value of your investment in the Fund:
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains,
frost,
or natural disasters that are difficult to anticipate and that cannot be
controlled. The U.S. prices of agricultural commodities may be subject to risks
relating to the demand and distribution of such commodities in foreign
countries, such as: uncontrolled fires (including arson); challenges in doing
business with foreign companies; legal and regulatory restrictions;
transportation costs; interruptions in energy supply; currency exchange rate
fluctuations; and political and economic instability. Additionally, demand for
agricultural commodities is affected by changes in consumer tastes, national,
regional and local economic conditions, and demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of sugar, contracts expiring during the spring and early summer are
typically priced lowest). Thus, seasonal fluctuations could result in an
investor incurring losses upon the sale of Shares, particularly if the investor
needs to sell Shares when a Sugar Futures Contract is, in whole or part,
expiring in the harvest season for the specified commodity.
◦Risks
Specific to Sugar. The spread of consumerism and the rising
affluence of emerging nations such as China and India have created increased
demand for sugar. An influx of people in developing countries moving from rural
to urban areas may create more disposable income to be spent on sugar products
and might also reduce sugar production in rural areas on account of worker
shortages, all of which could result in upward pressure on sugar prices. In
addition, global demand for sugar to produce ethanol has also been a significant
factor affecting the price of sugar. On the other hand, public health concerns
regarding obesity, heart disease and diabetes, particularly in developed
countries, may reduce demand for sugar. In light of the time it takes to grow
sugarcane and sugar beets and the cost of new facilities for processing these
crops, it may not be possible to increase supply quickly or in a cost-effective
manner in response to an increase in demand.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the
shares
of the money market fund. It is possible to lose money by investing in money
market funds. Corporate debt securities such as commercial paper generally are
short-term unsecured promissory notes issued by businesses. Corporate debt may
be rated investment-grade or below investment-grade and may carry variable or
floating rates of interest. Corporate debt securities carry both credit risk and
interest rate risk. Credit risk is the risk that the Fund could lose money if
the issuer of a corporate debt security is unable to pay interest or repay
principal when it is due. Interest rate risk is the risk that interest rates
rise and fall over time. For example, the value of fixed-income securities
generally decrease when interest rates rise, which may cause the Fund’s value to
decrease. Also, investments in fixed-income securities with longer maturities
fluctuate more in response to interest rate changes. Some corporate debt
securities that are rated below investment-grade generally are considered
speculative because they present a greater risk of loss, including default, than
higher quality debt securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The extent to which the Fund invests in commodity-linked derivatives
may be limited by the qualifying income and asset diversification tests, which
the Fund must continue to satisfy to maintain its status as a RIC. If the Fund
does not qualify as a RIC for any taxable year and certain relief provisions are
not available, the Fund’s taxable income would be subject to tax at the Fund
level and to a further tax at the shareholder level when such income is
distributed. Failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Daily
Correlation/Tracking Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
the price performance of sugar and therefore achieve its daily leveraged
investment objective. To achieve a high degree of correlation with the price
performance of sugar, the Fund seeks to rebalance its portfolio daily to keep
leverage consistent with its daily leveraged investment objective. In addition,
the Fund’s exposure to the price of sugar is impacted by the movement of the
price of sugar. Because of this, it is unlikely that the Fund will be perfectly
exposed to the price performance of sugar at the end of each day. The
possibility
of the Fund being materially over- or under-exposed to the price performance of
sugar increases on days when the price of sugar is volatile near the close of
the trading day. Market disruptions, regulatory restrictions and extreme
volatility will also adversely affect the Fund’s ability to adjust exposure to
the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective due
to fees, expenses, transaction costs, financing costs related to the use of
derivatives, investments in exchange-traded products, directly or indirectly,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund.
The Fund may be subject to large movements of assets into and out of the Fund,
potentially resulting in the Fund being over- or under-exposed to the price of
sugar. The Fund may take or refrain from taking positions to improve the tax
efficiency or to comply with various regulatory restrictions, either of which
may negatively impact the Fund’s correlation to the price performance of
sugar.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk. Swap agreements are contracts among the Fund and a counterparty to
exchange the return of the pre-determined underlying investment (such as the
rate of return of the underlying commodity). Swap agreements may be negotiated
bilaterally and traded over-the-counter (“OTC”) between two parties or, for
certain standardized swaps, must be exchange-traded through an FCM and/or
cleared through a clearinghouse that serves as a central counterparty. Swap
agreements may be subject to fees and expenses, and by investing in swaps
indirectly through the Fund, a shareholder will bear the expenses of such
derivatives in addition to expenses of the Fund. Risks associated with the use
of swap agreements are different from those associated with ordinary portfolio
securities transactions, due in part to the fact they could be considered
illiquid and many swaps trade on the OTC market. Swaps are particularly subject
to counterparty credit, correlation, valuation, liquidity and leveraging risks.
While exchange trading and central clearing are intended to reduce counterparty
credit risk and increase liquidity, they do not make swap transactions
risk-free. Additionally, applicable regulators have adopted rules imposing
certain margin requirements, including minimums, on OTC swaps, which may result
in the Fund and its counterparties posting higher margin amounts for OTC swaps,
which could increase the cost of swap transactions to the Fund and impose added
operational complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•Effects
of Compounding and Market Volatility Risk.
The Fund has a daily leveraged investment objective and the Fund’s performance
for periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of sugar, before fees and expenses. Compounding affects
all investments, but has a more significant impact on funds that are leveraged
and that rebalance daily. For a leveraged fund, if adverse daily performance of
the price of sugar reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
sugar increases the amount of a shareholder’s investment, the dollar amount lost
due to future adverse performance will increase because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of
sugar and the holding period increase. The impact of compounding will impact
each shareholder differently depending on the period of time an investment in
the Fund is held and the volatility of the price of sugar during the
shareholder’s holding period of an investment in the Fund.
The
chart below provides examples of how reference price volatility could affect the
Fund’s performance. The chart illustrates the impact of two factors that affect
the Fund’s performance: sugar price volatility and the price performance of
sugar. The price performance of sugar shows the percentage change in the price
of sugar over the specified time period, while sugar price volatility is a
statistical measure of the magnitude of fluctuations in the price performance
during that time period. As illustrated below, even if the price change over two
equal time periods is identical, different price volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The chart below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The chart shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
reference asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of sugar.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the price
of sugar did not change over a one year period during which the price
experienced annualized volatility of 25%. At higher ranges of volatility, there
is a chance of a significant loss of value in the Fund, even if the price is
flat. For
instance, if the annualized volatility of the price of sugar is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of sugar for the year was 0%.
Areas shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than two times (2x) the change in the price of sugar and
those shaded green (or light gray) represent those scenarios where the Fund can
be expected to return more than two times (2x) the change in the price of sugar.
The Fund’s actual returns may be significantly better or worse than the returns
shown below as a result of any of the factors discussed above or in “Daily
Correlation/Tracking Risk” above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Intra-Day
Investment Risk. The
Fund seeks leveraged investment results from the close of the market on a given
trading day until the close of the market on the subsequent trading day. The
exact exposure of an investment in the Fund intraday in the secondary market is
a function of the difference between the price of sugar at the market close on
the first trading day and the price of sugar at the time of purchase. If the
price of sugar increases, the Fund’s net assets will rise by the same amount as
the Fund’s exposure. Conversely, if the price of sugar declines, the Fund’s net
assets will decline by the same amount as the Fund’s exposure. Thus, an investor
that purchases shares intra-day may experience performance that is greater than,
or less than, the Fund’s stated multiple of the price performance of
sugar.
If
there is a significant intra-day market event and/or the price of sugar
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the NYSE Arca, Inc. and incur significant losses.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
•Leverage
Risk.
The Fund seeks to achieve and maintain the exposure to the price of sugar for
future delivery by using leverage inherent in futures contracts. Therefore, the
Fund is subject to leverage risk. When the Fund purchases or sells an instrument
or enters into a transaction without investing an amount equal to the full
economic exposure of the instrument or transaction, it creates leverage, which
can result in the Fund losing more than it originally invested. As a result,
these investments may magnify losses to the Fund, and even a small market
movement may result in significant losses to the Fund. Leverage may also cause
the Fund to be more volatile because it may exaggerate the effect of any
increase or decrease in the value of the Fund’s portfolio
securities. Futures trading involves a degree of leverage and as a
result, a relatively small price movement in futures instruments may result in
immediate and substantial losses to the Fund.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk.
The value of certain of the Fund’s investments, including commodities futures,
is subject to market risk. Market risk is the risk that the value of the
investments to which the Fund is exposed will fall, which could occur due to
general market or economic conditions or other
factors.
•Whipsaw
Markets Risk.
The Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy
or stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. Such market conditions could cause substantial losses to the
Fund.
Performance
The
Fund had not commenced investment operations prior to the date of this
Prospectus and therefore does not have a
performance history for a full calendar year. In the future,
performance information for the Fund will be presented in this section. Updated
performance information is available on the Fund’s website at www.teucrium.com.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
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Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception. Chris Small, a
Portfolio Manager of the Adviser, has been a portfolio manager of the Fund
since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
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| TEUCRIUM
NO K-1 SOYBEAN ETF - FUND SUMMARY |
Investment
Objective
The
Teucrium No K-1 Soybean ETF (the “No K-1 Soybean ETF” or the “Fund”) seeks
investment results, before fees and expenses, that correspond to the price
performance of soybeans.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2,3 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1
Teucrium Investment
Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has contractually
agreed to reduce the Fund’s management fee from 1.49% to 0.95% of the Fund’s
average daily net assets until at least April 30,
2027. This agreement may be terminated only by or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2
The
Adviser also serves as the investment adviser to the Subsidiary (defined below)
and provides the Subsidiary with the same type of management services, under
essentially the same terms, as it provides the Fund. The Adviser has agreed to
waive the management fee of 1.49% to be paid by the Subsidiary. This waiver will
continue in effect until at least April 30, 2027. This waiver may be
terminated only with the approval of the Subsidiary’s Board of
Directors.
3
Estimated for the current fiscal
year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
The Example reflects the management fee
reduction described in the table above for the first year only. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
The Fund’s portfolio turnover rate has been omitted because the Fund had not
commenced investment operations prior to the date of this
Prospectus.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing primarily in soybean futures contracts
(“Soybean Futures Contracts”) that trade only on an exchange registered with the
Commodity Futures Trading Commission (“CFTC”), and cash, cash-equivalents or
high-quality securities that serve as collateral to the Fund’s investments in
Soybean Futures Contracts (“Collateral Investments”). The Fund does not intend
to take physical delivery of soybeans associated with the Soybean Futures
Contracts.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Soybean-linked exchange
traded investment products (“Soybean-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Soybean-Linked ETPs such as Teucrium
Soybean Fund (Ticker: SOYB), the sponsor of which wholly owns and controls the
Adviser;
and (iii) swap agreement
transactions
that reference soybeans,
Soybean-Linked
ETPs, Soybean
Futures Contracts, or soybean-related
indexes (such
as the Bloomberg Soybean Subindex, S&P GSCI Soybeans or Teucrium Soybean
Fund Benchmark Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Soybean Futures
Contracts and Other Investments that in the aggregate provide exposure to the
price movements of soybeans.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Soybean Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Soybean Futures Contracts primarily indirectly through
a wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve its investment objective, the Fund intends to
typically enter into Soybean Futures Contracts as the “buyer.” The Fund intends
to exit its futures contracts as they near expiration and replace them with new
futures contracts with a later expiration date. This process is referred to as
“rolling.” Futures holdings will not be rolled on a predetermined schedule. The
Fund may invest in Soybean Futures Contracts of any expiration date traded on
any CFTC-regulated commodity futures exchange, also known as a “designated
contract market” (“DCM”). The Adviser may consider the following factors, among
others, when determining the Fund’s investments in Soybean Futures Contracts and
Other Investments: liquidity, regulatory requirements, risk mitigation measures,
the Fund’s FCMs (as defined below), counterparties and market conditions.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Soybean Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will generally hold its Soybean Futures Contracts during periods in which
the price of soybeans is flat or declining, as well as during periods in which
the value of soybeans is rising.The Adviser may determine to modify the extent
of the Fund’s exposure to Soybean Futures Contracts in response to extreme
market conditions, as determined in the sole discretion of the Adviser, and to
avoid exceeding any position limits applicable to the Soybean Futures Contracts,
established by the applicable DCM. These position limits may hinder the Fund’s
ability to enter into the desired amount of Soybean Futures Contracts at times.
Because of the anticipated size of the Fund’s Soybean Futures Contracts holdings
relative to the size of the futures market, the Adviser does not anticipate that
position limits will adversely affect the Fund’s ability to seek its target
exposure until the Fund’s assets under management grow significantly. Any
determination to modify the Fund’s exposure to Soybean Futures Contracts may
cause the Fund to liquidate its Soybean Futures Contracts holdings at
disadvantageous times or prices, potentially subjecting the Fund to substantial
losses, and prevent the Fund from achieving its investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Soybean Futures Contracts and certain
Other Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to soybeans.
Soybean
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as soybeans from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may also be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the price at which the futures contract is
purchased
or sold and the price paid for the offsetting sale or purchase, after allowance
for brokerage commissions, constitutes the profit or loss to the
trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Soybean Futures Contracts are not
readily available, the Fund will fair value its Soybean Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Soybean Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Soybeans
Global
soybean production is concentrated in the U.S., Brazil, Argentina and China. The
United States Department of Agriculture (“USDA”) has estimated that, for the
Crop Year 2023-24, the United States will produce approximately 113 MMT of
soybeans or approximately 29% of estimated world production, with Brazil
production at 155 MMT. Argentina is projected to produce about 50 MMT. For
2023-24, based on the March 8, 2024 USDA report, global consumption of 382 MMT
is estimated slightly lower than global production of 397 MMT. If the global
demand for soybeans is not equal to global supply, this may have an impact on
the price of soybeans. Global soybean consumption may fluctuate year over year
due to any number of reasons which may include, but is not limited to, economic
conditions, global health concerns, and international trade policy. Soybeans are
a staple commodity used pervasively across the globe so that any contractions in
consumption may only be temporary as has historically been the case.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. The price per bushel of soybeans in the United States is
primarily a function of both U.S. and global production and demand. Volatility,
trading volumes, and prices in global corn and soybean markets have risen
dramatically and are expected to continue indefinitely at elevated levels. The
Adviser has no ability to discern when current high levels of volatility will
subside.
Other
Investments
In
order to help the Fund meet its investment objective by maintaining the desired
level of exposure to soybean, maintain its tax status as a RIC on days in and
around quarter-end, help the Fund maintain its desired exposure to Soybean
Futures Contracts when it is approaching or has exceeded position limits or
accountability levels, or because of liquidity or other constraints, the Fund
may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Soybean-Linked
ETPs
The
Fund may invest in shares of Soybean-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of soybean for future delivery, and trade intra-day
on a national securities exchange. Soybean-Linked ETPs are passively managed and
do not pursue active management investment strategies, and their sponsors do not
actively manage the exposure to soybean held by the ETP. This means that the
sponsor of the ETP does not sell soybean futures contracts at times when its
price is high or acquire soybean futures contracts at low prices in the
expectation of future price increases.
Swaps
that reference soybean, Soybean-Linked ETPs, Soybean Futures Contracts, or
soybean-related indexes
The
Fund may invest in cash-settled swap agreements referencing soybean,
Soybean-Linked ETPs, Soybean Futures Contracts or soybean-related indexes. Swap
contracts are transactions entered into primarily with major global financial
institutions for a specified period ranging from a day to more than one year. In
a swap transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of soybean, shares of
Soybean-Linked ETPs, Soybean Futures Contracts, or soybean-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading price, yield, total return
and/or ability to meet its investment objective. The following risks could
affect the value of your investment in the Fund:
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including futures contracts. Such instruments may create enhanced risks for the
Fund and the Adviser’s ability to control the Fund’s level of risk will depend
on the Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the demand and distribution of
such commodities in foreign countries, such as: uncontrolled fires (including
arson); challenges in doing business with foreign companies; legal and
regulatory restrictions; transportation costs; interruptions in energy supply;
currency exchange rate fluctuations; and political and economic instability.
Additionally, demand for agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of soybeans, contracts expiring during the fall are typically priced
lower than contracts expiring in the winter and spring). Thus, seasonal
fluctuations could result in an investor incurring losses upon the sale of
Shares, particularly if the investor needs to sell Shares when a Soybean Futures
Contract is, in whole or part, expiring in the harvest season for the specified
commodity.
◦Risks
Specific to Soybeans.
The increased production of soybean crops in South America and the rising demand
for soybeans in emerging nations such as China and India have increased
competition in the soybean market. Like the conversion of corn
into ethanol, soybeans can be converted
into biofuels such as biodiesel. Accordingly, the soybean market has become
increasingly affected by demand for biofuels and related legislation. The supply
of soybeans could be reduced by the spread of soybean rust, a wind-borne fungal
disease. Although soybean rust can be killed with chemicals, chemical treatment
increases production costs for farmers. In addition, because processing soybean
oil can create trans-fats, the demand for soybean oil may decrease due to
heightened governmental regulation of trans-fats or trans-fatty acids. The U.S.
Food and Drug Administration currently requires food manufacturers to disclose
levels of trans-fats contained in their products, and various local governments
have enacted or are considering restrictions on the use of trans-fats in
restaurants. Many major food processors have either switched or indicated an
intention to switch to oil products with lower levels of trans-fats or
trans-fatty acids.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt
security is unable to pay interest or repay principal when it is due. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The
extent to which the Fund invests in commodity-linked derivatives may be limited
by the qualifying income and asset diversification tests, which the Fund must
continue to satisfy to maintain its status as a RIC. If the Fund does not
qualify as a RIC
for any taxable year and certain relief provisions are not available,
the Fund’s taxable income would be subject to tax at the Fund level and to a
further tax at the shareholder level when such income is distributed. Failure to
comply with the requirements for qualification as a RIC could have significant
negative tax consequences to Fund shareholders. Under certain circumstances, the
Fund may be able to cure a failure to meet the qualifying income requirement,
but in order to do so the Fund may incur significant Fund-level taxes, which
would effectively reduce (and could eliminate) the Fund’s returns. The tax
treatment of certain commodity-linked derivatives may be affected by future
regulatory or legislative changes that could affect the character, timing and/or
amount of the Fund’s taxable income or gains and
distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, Authorized Participants (“APs”), the Fund’s
primary listing exchange, or the issuers of securities in which the Fund invests
have the ability to disrupt and negatively affect the Fund’s business
operations, including the ability to purchase and sell Shares, potentially
resulting in financial losses to the Fund and its
shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk.
When a commodities futures contract is nearing expiration, the Fund will
generally sell it and use the proceeds to buy a commodities futures contract
with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be
expected to positively affect the Fund.
The futures contracts markets have experienced, and are likely to experience
again in the future, extended periods in which contango or backwardation have
affected various types of futures contracts. These extended periods have caused
in the past, and may cause in the future, significant
losses.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded over-the-counter (“OTC”) between two parties or, for certain standardized
swaps, must be exchange-traded through an FCM and/or cleared through a
clearinghouse that serves as a central counterparty. Swap agreements may be
subject to fees and expenses, and by investing in swaps indirectly through the
Fund, a shareholder will bear the expenses of such derivatives in addition to
expenses of the Fund. Risks associated with the use of swap agreements are
different from those associated with ordinary portfolio securities transactions,
due in part to the fact they could be considered illiquid and many swaps trade
on the OTC market. Swaps are particularly subject to counterparty credit,
correlation, valuation, liquidity and leveraging risks. While exchange trading
and central clearing are intended to reduce counterparty credit risk and
increase liquidity, they do not make swap transactions risk-free. Additionally,
applicable regulators have adopted rules imposing certain margin requirements,
including minimums, on OTC swaps, which may result in the Fund and its
counterparties posting higher margin amounts for OTC swaps, which could increase
the cost of swap transactions to the Fund and impose added operational
complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the
commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of the Fund attributable to its investment in the
Subsidiary is “qualifying income” to the Fund to the extent that such income is
derived with respect to the Fund’s business of investing in stock, securities or
currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25%
of
the Fund’s assets are invested in the Subsidiary to comply with the Fund’s asset
diversification test as described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The
Fund had not commenced investment operations prior to the date of this
Prospectus and therefore does not have a
performance history for a full calendar year. In the future,
performance information for the Fund will be presented in this section. Updated
performance information is available on the Fund’s website at www.teucrium.com.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
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Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception. Chris Small, a
Portfolio Manager of the Adviser, has been a portfolio manager of the Fund
since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
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| TEUCRIUM
2X DAILY SOYBEAN ETF - FUND SUMMARY |
Important
Information About the Fund
Teucrium
2x Daily Soybean ETF (“2x Daily Soybean ETF” or the “Fund”) seeks daily
investment results, before fees and expenses, that correspond to two times (2x)
the price of soybeans for future delivery for
a single day,
not for any other period. A “single day” is measured from the time the Fund
calculates its net asset value (“NAV”) to the time of the Fund’s next NAV
calculation. The NAV calculation time for the Fund typically is 4:00 p.m.
Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of soybeans for future delivery for the same period. For
periods longer than a single day, the Fund will lose money if soybean’s
performance is flat, and it is possible that the Fund will lose money even if
the price of soybeans for future delivery increases.
Longer holding periods, higher volatility in the price of soybeans for future
delivery, and greater leveraged exposure each exacerbate the impact of
compounding on an investor’s returns. During periods of higher soybean
volatility, the volatility of soybeans may affect the Fund’s return as much as
or more than the return of the price of soybeans for future
delivery.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An investor in the Fund could potentially lose the full principal
value of their investment within a single day. The Fund does not intend to take
physical delivery of the soybean associated with the Soybean Futures Contracts
(defined below) in which it invests. Instead, the Fund seeks to benefit from
increases in the price of Soybean Futures Contracts for a single
day.
Investment
Objective
The
2x Daily Soybean ETF seeks daily investment results, before fees and expenses,
that correspond to two times (2x) the daily price performance of soybeans.
The Fund does not seek to achieve its stated investment objective
over a period of time greater than a single day.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee1 |
1.49% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses2,3 |
0.00% |
| Total
Annual Fund Operating Expenses |
1.49% |
|
Less
Fee Waiver1 |
-0.54% |
| Total
Annual Fund Operating Expenses After Fee Waiver |
0.95% |
1
Teucrium Investment
Advisors, LLC (the “Adviser”), the Fund’s investment adviser, has contractually
agreed to reduce the Fund’s management fee from 1.49% to 0.95% of the Fund’s
average daily net assets until at least April 30,
2027. This agreement may be terminated only by or with the
consent of, the Fund’s Board of Trustees (the
“Board”).
2 The
Adviser also serves as the investment adviser to the Subsidiary (defined below)
and provides the Subsidiary with the same type of management services, under
essentially the same terms, as it provides the Fund. The Adviser has agreed to
waive the management fee of 1.49% to be paid by the Subsidiary. This waiver will
continue in effect until at least April 30, 2027. This waiver may be
terminated only with the approval of the Subsidiary’s Board of
Directors.
3
Estimated for the current fiscal
year.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does
not take into account brokerage commissions that you may pay on your purchases
and sales of Shares. The
Example reflects the management fee reduction described in the table
above for the first year only. Although your actual costs may be higher or
lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
The Fund’s portfolio turnover rate has been omitted because the Fund had not
commenced investment operations prior to the date of this
Prospectus.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective primarily through managed exposure to soybean futures
contracts (“Soybean Futures Contracts”) that trade only on an exchange
registered with the Commodity Futures Trading Commission (“CFTC”), and cash,
cash-equivalents or high-quality securities that serve as collateral to the
Fund’s investments in Soybean Futures Contracts (“Collateral Investments”). In
this manner, the Fund seeks to provide daily leveraged exposure to the price of
soybeans to seek returns equal to 200% of the daily price performance of
soybeans. The Fund does not intend to take physical delivery of soybeans
associated with the Soybean Futures Contracts. Instead, the Fund seeks to
benefit from increases in the price of Soybean Futures Contracts for a single
day.
The
Fund also may invest in “Other Investments,” which may include: (i) reverse
repurchase agreement transactions; (ii) shares of other Soybean-linked exchange
traded investment products (“Soybean-Linked ETPs”) not registered as investment
companies under the Investment Company Act of 1940, as amended (the “1940 Act”),
which may include affiliated Soybean-Linked ETPs such as Teucrium Soybean Fund
(Ticker: SOYB), the sponsor of which wholly owns and controls the Adviser; and
(iii) swap agreement transactions that reference soybeans, Soybean-Linked ETPs,
Soybean Futures Contracts, or soybean-related indexes (such as the Bloomberg
Soybean Subindex, S&P GSCI Soybeans or Teucrium Soybean Fund Benchmark
Index).
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in Soybean Futures
Contracts and Other Investments that in the aggregate provide exposure to the
price movements of soybeans.
Unlike
many other commodity-based exchange-traded products, the Fund will not issue its
shareholders a Schedule K-1 for tax reporting purposes, which can increase the
complexity of a shareholder’s tax reporting. Instead, the Fund is designed to be
taxed as a conventional mutual fund and will issue a Form 1099 to its
shareholders for tax reporting purposes. A consequence of the Fund’s tax status
is that it generally is limited to obtaining its exposure to Soybean Futures
Contracts through the Subsidiary, which is defined and described in the
paragraphs that follow.
The
Fund expects to invest in Soybean Futures Contracts primarily indirectly through
a wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). To seek to achieve 2x daily exposure to soybeans, the Fund
intends to typically enter into Soybean Futures Contracts as the “buyer.” In
order to maintain its 2x daily exposure to soybeans, the Fund intends to exit
its futures contracts as they near expiration and replace them with new futures
contracts with a later expiration date. This process is referred to as
“rolling.” The Fund may invest in Soybean Futures Contracts of any expiration
date traded on any CFTC-regulated commodity futures exchange, also known as a
“designated contract market” (“DCM”). However, there can be no guarantee that
such a strategy will produce the desired results.
The
Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to Soybean Futures Contracts, a type of commodities futures contract,
within the limits of current federal income tax laws applicable to investment
companies such as the Fund, which limit the ability of investment companies to
invest directly in commodities futures and certain other investments that do not
generate qualifying income for tax purposes. The Subsidiary, which is also
managed by the Adviser, has the same investment objective as the Fund, but it
may invest in commodities futures and similar investments, including certain
Other Investments, to a greater extent than the Fund. Except as otherwise noted,
for purposes of this Prospectus, references to the Fund’s investments include
the Fund’s indirect investments through the Subsidiary. Because the Fund intends
to elect to be treated as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s
investment in the Subsidiary generally will be limited to 25% of the Fund’s
total assets, tested at the end of each fiscal quarter.
The
Fund will attempt to achieve its investment objective without regard to overall
market movement or the increase or decrease of the price of soybeans. At the
close of the markets each trading day, the Adviser determines the type, quantity
and mix of investment positions so that its exposure to price of soybeans is
consistent with the Fund’s investment objective. The impact of movements in the
price of soybeans during the day will affect whether the Fund’s portfolio needs
to be re-positioned. For example, if the price of soybeans has risen on a given
day, net assets of the Fund should rise, meaning the Fund’s exposure will need
to be increased. Conversely, if the price of soybeans has fallen on a given day,
net assets of the Fund should fall, meaning the Fund’s exposure will need to be
reduced.
The
Adviser may determine to modify the extent of the Fund’s exposure to Soybean
Futures Contracts in order to avoid exceeding any position limits applicable to
Soybean Futures Contracts established by the applicable DCM. These position
limits may hinder the Fund’s ability to enter into the desired amount of Soybean
Futures Contracts at times. Because of the anticipated size of the Fund’s
Soybean Futures Contracts holdings relative to the size of the futures market,
the Adviser does not anticipate that position limits will adversely affect the
Fund’s ability to seek its target exposure until the Fund’s assets under
management grow significantly. Any determination to modify the Fund’s exposure
to Soybean Futures Contracts may cause the Fund to liquidate its Soybean Futures
Contracts holdings at disadvantageous times or prices, potentially subjecting
the Fund to substantial losses, and prevent the Fund from achieving its
investment objective.
The
Fund will also invest in Collateral Investments. The Collateral Investments may
consist of: (i) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (ii) money market funds; and/or (iii) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or
determined by the Adviser to be of comparable quality. Such Collateral
Investments are designed to provide liquidity, serve as margin or otherwise
collateralize the Fund’s investments in Soybean Futures Contracts and certain
Other Investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund. The Fund will
not concentrate its investments (i.e.,
hold more than 25% of its total assets) in any industry or group of related
industries. The Fund, however, will invest more than 25% of its total assets in investments that provide
exposure to soybeans.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will very likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of soybeans for the same period. The Fund will lose money if the price
performance of soybeans is flat over time, and the Fund can lose money
regardless of the performance of the price of soybeans, as a result of daily
rebalancing, the volatility of the price of soybeans, compounding of each day’s
return and other factors. See “Principal Investment Risks” below.
Soybean
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity such as soybeans from the
other party at a later date at a price and quantity agreed upon when the
contract is made. Such contracts may be referred to as “non-spot” futures
contracts to differentiate from spot contracts, in which the purchase of the
commodity occurs immediately. In market terminology, a party who purchases a
futures contract is long in the market and a party who sells a futures contract
is short in the market. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical futures
contract on the same or linked exchange before the designated date of delivery.
The difference between the price at which the futures contract is purchased or
sold and the price paid for the offsetting sale or purchase, after allowance for
brokerage commissions, constitutes the profit or loss to the
trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund,
and could result in a negative yield for the Fund.
Conversely, futures contracts with a longer term to expiration may be priced
lower than futures contracts with a shorter term to expiration, a relationship
called “backwardation”. When rolling long futures contracts that are in
backwardation, the Fund will close its long position by selling the shorter term
contract at a relatively higher price and buying a longer-dated contract at a
relatively lower price. The presence of backwardation may positively affect the
performance of the Fund.
If
circumstances arise where market prices for Soybean Futures Contracts are not
readily available, the Fund will fair value its Soybean Futures Contracts in
accordance with its pricing and valuation policy and procedures for fair value
determinations. Pursuant to those policies and procedures, the Adviser would
consider various factors, such as pricing history; market levels prior to price
limits or halts; supply, demand, and open interest in Soybean Futures Contracts;
and comparison to other major commodity futures. The Adviser would document its
proposed pricing and methodology, detailing the factors that entered into the
valuation.
Soybeans
Global
soybean production is concentrated in the U.S., Brazil, Argentina and China. The
United States Department of Agriculture (“USDA”) has estimated that, for the
Crop Year 2023-24, the United States will produce approximately 113 MMT of
soybeans or approximately 29% of estimated world production, with Brazil
production at 155 MMT. Argentina is projected to produce about 50 MMT. For
2023-24, based on the March 8, 2024 USDA report, global consumption of 382 MMT
is estimated slightly lower than global production of 397 MMT. If the global
demand for soybeans is not equal to global supply, this may have an impact on
the price of soybeans. Global soybean consumption may fluctuate year over year
due to any number of reasons which may include, but is not
limited
to, economic conditions, global health concerns, and international trade policy.
Soybeans are a staple commodity used pervasively across the globe so that any
contractions in consumption may only be temporary as has historically been the
case.
As
a general matter, the occurrence of a severe weather event, natural disaster,
terrorist attack, geopolitical events, outbreak, or public health emergency as
declared by the World Health Organization, the continuation or expansion of war
or other hostilities, or a prolonged government shutdown may have significant
adverse effects on the Fund and its investments and alter current assumptions
and expectations. The price per bushel of soybeans in the United States is
primarily a function of both U.S. and global production and demand. Volatility,
trading volumes, and prices in global soybean markets have risen dramatically
and are expected to continue indefinitely at elevated levels. The Adviser has no
ability to discern when current high levels of volatility will
subside.
Other
Investments
In
order to help the Fund meet its daily investment objective by maintaining the
daily desired level of leveraged exposure to soybeans, maintain its tax status
as a RIC on days in and around quarter-end, help the Fund maintain its desired
exposure to Soybean Futures Contracts when it is approaching or has exceeded
position limits or accountability levels, or because of liquidity or other
constraints, the Fund may invest in the following:
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
As
a result of the Fund repurchasing the securities at a higher price, the Fund
will lose money by engaging in reverse repurchase agreement transactions.
As
noted above, because the Fund intends to qualify for treatment as a RIC under
the Code, the size of the Fund’s investment in the Subsidiary will not exceed
25% of the Fund’s total assets at or around each quarter end of the Fund’s
fiscal year (the “Asset Diversification Test”). At other times of the year, the
Fund’s investments in the Subsidiary will significantly exceed 25% of the Fund’s
total (or gross) assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
the short-term Treasury Bills it owns (and purchase additional Treasury Bills as
needed) to transact in reverse repurchase agreement transactions, which are
ostensibly loans to the Fund. Those loans will increase the gross assets of the
Fund, which the Adviser expects will allow the Fund to meet the Asset
Diversification Test. When the Fund enters into a reverse repurchase agreement,
it will either (i) be consistent with Section 18 of the 1940 Act and maintain
asset coverage of at least 300% of the value of the reverse repurchase
agreement; or (ii) treat the reverse repurchase agreement transactions as
derivative transactions for purposes of Rule 18f-4 under the 1940 Act (“Rule
18f-4”), including as applicable, the value-at-risk based limit on leverage
risk.
Soybean-Linked
ETPs
The
Fund may invest in shares of Soybean-Linked ETPs, which are exchange-traded
investment products not registered under the 1940 Act that seek to match the
daily changes in the price of soybean for future delivery, and trade intra-day
on a national securities exchange. Soybean-Linked ETPs are passively managed and
do not pursue active management investment strategies, and their sponsors do not
actively manage the exposure to soybean held by the ETP. This means that the
sponsor of the ETP does not sell soybean futures contracts at times when its
price is high or acquire soybean futures contracts at low prices in the
expectation of future price increases.
Swaps
that reference soybeans, Soybean-Linked ETPs, Soybean Futures Contracts, or
soybean-related indexes
The
Fund may invest in cash-settled swap agreements referencing soybean,
Soybean-Linked ETPs, Soybean Futures Contracts or soybean-related indexes. Swap
contracts are transactions entered into primarily with major global financial
institutions for a specified period ranging from a day to more than one year. In
a swap transaction, the Fund and a counterparty will agree to exchange or “swap”
payments based on the change in value of an underlying asset or benchmark. For
example, the two parties may agree to exchange the return (or differentials in
rates of returns) earned or realized on a particular investment or instrument.
In the case of the Fund, the reference asset can be shares of soybeans, shares
of Soybean-Linked ETPs, Soybean Futures Contracts, or soybean-related
indexes.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The
principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with the risks of other funds. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any
investment, there is a risk that you could lose all or a portion of your
investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value (“NAV”), trading
price,
yield, total return and/or ability to meet its investment objective. The
following risks could affect the value of your investment in the Fund:
•Agricultural
Commodities Risk.
The price and availability of agricultural commodities is influenced by economic
and industry conditions, including but not limited to supply and demand factors
such as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the demand and distribution of
such commodities in foreign countries, such as: uncontrolled fires (including
arson); challenges in doing business with foreign companies; legal and
regulatory restrictions; transportation costs; interruptions in energy supply;
currency exchange rate fluctuations; and political and economic instability.
Additionally, demand for agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of soybeans, contracts expiring during the fall are typically priced
lower than contracts expiring in the winter and spring). Thus, seasonal
fluctuations could result in an investor incurring losses upon the sale of
Shares, particularly if the investor needs to sell Shares when a Soybean Futures
Contract is, in whole or part, expiring in the harvest season for the specified
commodity.
◦Risks
Specific to Soybeans. The increased production of soybean
crops in South America and the rising demand for soybeans in emerging nations
such as China and India have increased competition in the soybean market. Like
the conversion of corn into ethanol, soybeans can be converted into biofuels
such as biodiesel. Accordingly, the soybean market has become increasingly
affected by demand for biofuels and related legislation. The supply of soybeans
could be reduced by the spread of soybean rust, a wind-borne fungal disease.
Although soybean rust can be killed with chemicals, chemical treatment increases
production costs for farmers. In addition, because processing soybean oil can
create trans-fats, the demand for soybean oil may decrease due to heightened
governmental regulation of trans-fats or trans-fatty acids. The U.S. Food and
Drug Administration currently requires food manufacturers to disclose levels of
trans-fats contained in their products, and various local governments have
enacted or are considering restrictions on the use of trans-fats in restaurants.
Many major food processors have either switched or indicated an intention to
switch to oil products with lower levels of trans-fats or trans-fatty
acids.
•Cash
Transaction Risk. The Fund expects to effect all of its creations and redemptions for
cash, rather than in-kind securities. The Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in kind. As a result, the Fund may
pay out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause the
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to the Fund’s NAV. Further, effecting purchases and
redemptions primarily in cash may cause the Fund to incur certain costs, such as
portfolio transaction costs. These costs can decrease the Fund’s NAV if not
offset by an authorized participant transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s
clearing broker could result in a substantial loss of Fund assets. Under current
CFTC regulations, a clearing broker maintains customers’ assets in a bulk
segregated account. If a clearing broker fails to do so or is unable to satisfy
a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Fund and
the Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look
principally
to the agency or instrumentality issuing or guaranteeing the security for
ultimate repayment, and may not be able to assert a claim against the United
States itself in the event that the agency or instrumentality does not meet its
commitment. The U.S. government and its agencies and instrumentalities do not
guarantee the market value of their securities, and consequently, the value of
such securities may fluctuate. Although the Fund may hold securities that carry
U.S. government guarantees, these guarantees do not extend to shares of the
Fund. The Fund’s investments in U.S. government securities will change in value
in response to interest rate changes and other factors, such as the perception
of an issuer’s creditworthiness. Money market funds are subject to management
fees and other expenses. Therefore, investments in money market funds will cause
the Fund to bear indirectly a proportional share of the fees and costs of the
money market funds in which it invests. At the same time, the Fund will continue
to pay its own management fees and expenses with respect to all of its assets,
including any portion invested in the shares of the money market fund. It is
possible to lose money by investing in money market funds. Corporate debt
securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decrease when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes. Some corporate debt securities that are rated
below investment-grade generally are considered speculative because they present
a greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in commodity-linked
derivatives, the Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The extent to which the Fund invests in commodity-linked derivatives
may be limited by the qualifying income and asset diversification tests, which
the Fund must continue to satisfy to maintain its status as a RIC. If the Fund
does not qualify as a RIC for any taxable year and certain relief provisions are
not available, the Fund’s taxable income would be subject to tax at the Fund
level and to a further tax at the shareholder level when such income is
distributed. Failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of the Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk. The Fund’s investment exposure to commodities futures will cause it
to be deemed to be a commodity pool, thereby subjecting the Fund to regulation
under the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is
registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator
(“CPO”), and the Fund will be operated in accordance with applicable CFTC rules,
as well as the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. The Fund will
be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or
unable to make timely payments or otherwise meet its contractual obligations)
with respect to the amount it expects to receive from counterparties to
derivatives entered into by the Fund. If a counterparty becomes bankrupt or
fails to perform its obligations, or if any collateral posted by the
counterparty for the benefit of the Fund is insufficient or there are delays in
the Fund’s ability to access such collateral, the value of an investment in the
Fund may decline. The counterparty to a listed futures contract is the
derivatives clearing organization for the listed future. The listed future is
held through a futures commission merchant (“FCM”) acting on behalf of the Fund.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing
corporation.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the
Adviser,
the Fund’s other service providers, market makers, Authorized Participants
(“APs”), the Fund’s primary listing exchange, or the issuers of securities in
which the Fund invests have the ability to disrupt and negatively affect the
Fund’s business operations, including the ability to purchase and sell Shares,
potentially resulting in financial losses to the Fund and its
shareholders.
•Daily
Correlation/Tracking Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
the price performance of soybeans and therefore achieve its daily leveraged
investment objective. To achieve a high degree of correlation with the price
performance of soybeans, the Fund seeks to rebalance its portfolio daily to keep
leverage consistent with its daily leveraged investment objective. In addition,
the Fund’s exposure to the price of soybeans is impacted by the movement of the
price of soybean. Because of this, it is unlikely that the Fund will be
perfectly exposed to the price performance of soybean at the end of each day.
The possibility of the Fund being materially over- or under-exposed to the price
performance of soybeans increases on days when the price of soybeans is volatile
near the close of the trading day. Market disruptions, regulatory restrictions
and extreme volatility will also adversely affect the Fund’s ability to adjust
exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective due
to fees, expenses, transaction costs, financing costs related to the use of
derivatives, investments in exchange-traded products, directly or indirectly,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund.
The Fund may be subject to large movements of assets into and out of the Fund,
potentially resulting in the Fund being over- or under-exposed to the price of
soybeans. The Fund may take or refrain from taking positions to improve the tax
efficiency or to comply with various regulatory restrictions, either of which
may negatively impact the Fund’s correlation to the price performance of
soybeans.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of commodity; (b) possible lack of a liquid secondary market for a
futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell investments from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell investments at a time when it
may be disadvantageous to do so.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contract
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded over-the-counter (“OTC”) between two parties or, for certain standardized
swaps, must be exchange-traded through an FCM and/or cleared through a
clearinghouse that serves as a central counterparty. Swap agreements may be
subject to fees and expenses, and by investing in swaps indirectly through the
Fund, a shareholder will bear the expenses of such derivatives in addition to
expenses of the Fund. Risks associated with the use of swap agreements are
different from those associated with ordinary portfolio securities transactions,
due in part to the fact they could be considered illiquid and many swaps trade
on the OTC market. Swaps are particularly subject to counterparty credit,
correlation, valuation, liquidity and leveraging risks. While exchange trading
and central clearing are intended to reduce
counterparty credit risk and increase liquidity, they do not make
swap transactions risk-free. Additionally, applicable regulators have adopted
rules imposing certain margin requirements, including minimums, on OTC swaps,
which may result in the Fund and its counterparties posting higher margin
amounts for OTC swaps, which could increase the cost of swap transactions to the
Fund and impose added operational complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading
losses.
•Effects
of Compounding and Market Volatility Risk.
The Fund has a daily leveraged investment objective and the Fund’s performance
for periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of soybeans, before fees and expenses. Compounding affects
all investments, but has a more significant impact on funds that are leveraged
and that rebalance daily. For a leveraged fund, if adverse daily performance of
the price of soybeans reduces the amount of a shareholder’s investment, any
further adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
soybean increases the amount of a shareholder’s investment, the dollar amount
lost due to future adverse performance will increase because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of
soybeans and the holding period increase. The impact of compounding will impact
each shareholder differently depending on the period of time an investment in
the Fund is held and the volatility of the price of soybeans during the
shareholder’s holding period of an investment in the Fund.
The
chart below provides examples of how reference price volatility could affect the
Fund’s performance. The chart illustrates the impact of two factors that affect
the Fund’s performance: soybean price volatility and the price performance of
soybeans. The price performance of soybeans shows the percentage change in the
price of soybeans over the specified time period, while soybean price volatility
is a statistical measure of the magnitude of fluctuations in the price
performance during that time period. As illustrated below, even if the price
change over two equal time periods is identical, different price volatility
(i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The chart below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The chart shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
reference asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of soybeans.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the price
of soybeans did not change over a one year period during which the price
experienced annualized volatility of 25%. At higher ranges of volatility, there
is a chance of a significant loss of value in the Fund, even if the price is
flat. For
instance, if the annualized volatility of the price of soybeans is 100%, the
Fund would be expected to lose 63.2% of its value, even if the cumulative change
in the price of soybeans for the year was 0%.
Areas shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than two times (2x) the change in the price of soybeans
and those shaded green (or light gray) represent those scenarios where the Fund
can be expected to return more than two times (2x) the change in the price of
soybeans. The Fund’s actual returns may be significantly better or worse than
the returns shown below as a result of any of the factors discussed above or in
“Daily Correlation/Tracking Risk” above.
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
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| |
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•Exchange-Traded
Products Risk. The
risks of owning interests of an ETP generally reflect the same risks as owning
the underlying securities or other instruments that the ETP is designed to
track. The shares of certain ETPs may trade at a premium or discount to their
intrinsic value (i.e.,
the market value may differ from the net asset value of an ETP’s shares). For
example, supply and demand for shares of an ETF or market disruptions may cause
the market price of the ETP to deviate from the value of the ETP’s investments,
which may be emphasized in less liquid markets. By investing in an ETP, the Fund
indirectly bears the proportionate share of any fees and expenses of the ETP in
addition to the fees and expenses that the Fund and its shareholders directly
bear in connection with the Fund's operations. Because the ETPs have a
significant portion of their assets exposed directly or indirectly to
commodities or commodity-linked securities, developments affecting commodities
may have a disproportionate impact on such ETPs and may subject the ETPs to
greater volatility than investments in traditional
securities.
•High
Portfolio Turnover Risk. The Fund, through the Subsidiary, may frequently buy and sell
futures contracts and other assets as part of the Fund’s strategy to obtain
exposure to agricultural commodities. Higher portfolio turnover may result in
the Fund paying higher levels of transaction costs and generating greater tax
liabilities for shareholders. Portfolio turnover risk may cause the Fund’s
performance to be less than you expect.
•Intra-Day
Investment Risk.
The Fund seeks leveraged investment results from the close of the market on a
given trading day until the close of the market on the subsequent trading day.
The exact exposure of an investment in the Fund intraday in the secondary market
is a function of the difference between the price of soybeans at the market
close on the first trading day and the price of soybeans at the time of
purchase. If the price of soybeans increases, the Fund’s net assets will rise by
the same amount as the Fund’s exposure. Conversely, if the price of soybean
declines, the Fund’s net assets will decline by the same amount as the Fund’s
exposure. Thus, an investor that purchases shares intra-day may experience
performance that is greater than, or less than, the Fund’s stated multiple of
the price performance of soybeans.
If
there is a significant intra-day market event and/or the price of soybeans
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the NYSE Arca, Inc. and incur significant losses.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
•Leverage
Risk. The Fund seeks to achieve and maintain the exposure to the price of
soybeans for future delivery by using leverage inherent in futures contracts.
Therefore, the Fund is subject to leverage risk. When the Fund purchases or
sells an instrument or enters into a transaction without investing an amount
equal to the full economic exposure of the instrument or transaction, it creates
leverage, which can result in the Fund losing more than it originally invested.
As a result, these investments may magnify losses to the Fund, and even a small
market movement may result in significant losses to the Fund. Leverage may also
cause the Fund to be more volatile because it may exaggerate the effect of any
increase or decrease in the value of the Fund’s portfolio securities. Futures
trading involves a degree of leverage and as a result, a relatively small price
movement in futures instruments may result in immediate and substantial losses
to the Fund.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The trading prices of securities and other instruments fluctuate in
response to a variety of factors. These factors include events impacting the
entire market or specific market segments, such as political, market and
economic developments, as well as events that impact specific issuers. The
Fund’s NAV and market price, like security and commodity prices generally, may
fluctuate significantly in response to these and other factors. As a result, an
investor could lose money over short or long periods of time. In addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
The Fund may gain most of its exposure to the commodities markets through its
investment in the Subsidiary, which may invest directly in commodity-linked
derivative instruments, including commodities futures and reverse repurchase
agreements. In order for the Fund to qualify as a RIC under Subchapter M of the
Code, the Fund must, among other requirements, derive at least 90% of its gross
income for each taxable year from sources generating “qualifying income” for
purposes of the “qualifying income test,” which is described in more detail in
the section titled “Federal Income Taxes” in the SAI. The Fund’s investment in
the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of
the
federal tax requirements of Subchapter M of the Code for qualification as a RIC.
The “Subpart F” income (defined in Section 951 of the Code to include passive
income, including from commodity-linked derivatives) of the Fund attributable to
its investment in the Subsidiary is “qualifying income” to the Fund to the
extent that such income is derived with respect to the Fund’s business of
investing in stock, securities or currencies. The Fund expects its “Subpart F”
income attributable to its investment in the Subsidiary to be derived with
respect to the Fund’s business of investing in stock, securities or currencies
and accordingly expects its “Subpart F” income attributable to its investment in
the Subsidiary to be treated as “qualifying income.” The Fund generally will be
required to include in its own taxable income the “Subpart F” income of the
Subsidiary for a tax year, regardless of whether the Fund receives a
distribution of the Subsidiary’s income in that tax year, and this income would
nevertheless be subject to the distribution requirement for qualification as a
RIC and would be taken into account for purposes of the 4% excise tax. The
Adviser will carefully monitor the Fund’s investments in the Subsidiary to
ensure that no more than 25% of the Fund’s assets are invested in the Subsidiary
to comply with the Fund’s asset diversification test as described in more detail
in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The ability to value
investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
commodities futures, is subject to market risk. Market risk is the risk that the
value of the investments to which the Fund is exposed will fall, which could
occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
The
Fund had not commenced investment operations prior to the date of this
Prospectus and therefore does not have a
performance history for a full calendar year. In the future,
performance information for the Fund will be presented in this section. Updated
performance information is available on the Fund’s website at www.teucrium.com.
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
|
Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception. Chris Small, a
Portfolio Manager of the Adviser, has been a portfolio manager of the Fund
since July 2025. |
For
important information about the purchase and sale of Fund shares, tax
information and financial intermediary compensation, please turn to “Purchase
and Sale of Fund Shares, Taxes and Financial Intermediary Compensation” on page
93.
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| PURCHASE
AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY
COMPENSATION |
Purchase
and Sale of Shares
The
Funds issue and redeem Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Funds generally issue and redeem Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding each Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Funds’ website at www.teucrium.com.
Tax
Information
Each
Fund’s distributions are generally taxable as ordinary income or capital gains
(or a combination) unless your investment is held in an individual retirement
account (“IRA”) or other tax-advantaged account. Distributions on investments
made through tax-deferred arrangements may be taxed later upon withdrawal of
assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Funds, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Funds, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Funds over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objectives
Each
Fund’s investment objective may be changed by the Board of Listed Funds Trust
(the “Trust”) without shareholder approval upon written notice to
shareholders.
Investment
Objective for the Teucrium 2x Daily Corn ETF, Teucrium 2x Daily Wheat ETF,
Teucrium 2x Daily Sugar ETF and Teucrium 2x Daily Soybean ETF (each a “Leveraged
Fund” and, collectively, the “Leveraged Funds”)
Each
Leveraged Fund is designed to seek daily investment results, before fees and
expenses, that corresponds to two times (2x) the daily price performance of its
respective commodity. If, on a given day, the commodity’s price gains 1%, the
applicable Leveraged Fund is designed to gain approximately 2% (which is equal
to two times 1%) that day. Conversely, if the commodity’s price loses 1% on a
given day, the applicable Leveraged Fund is designed to lose approximately 2%
that day. The Leveraged Funds seek leveraged investment results on a daily basis
– from the close of regular trading on one trading day to the close on the next
trading day – which should not be equated with seeking a leveraged investment
objective for any other period.
Principal
Investment Strategies for the Agriculture Strategy No K-1 ETF
Temporary
Defensive Positions
To
respond to adverse market, economic, political, or other conditions, the
Agriculture Strategy No K-1 ETF may invest up to 100% of its assets in a
temporary defensive manner by holding all or a substantial portion of its assets
in cash, cash equivalents, or other high quality short-term investments.
Temporary defensive investments generally may include short-term U.S. government
securities, commercial paper, bank obligations, repurchase agreements, money
market fund shares, and other money market instruments. The Fund also may invest
in these types of securities or hold cash while looking for suitable investment
opportunities or to maintain liquidity. In these circumstances, a Fund may be
unable to achieve its investment objective.
Principal
Investment Strategies for the Leveraged Funds
Each
Leveraged Fund has adopted a policy to invest, under normal circumstances, at
least 80% of its net assets, plus the amount of any borrowings for investment
purposes, in futures contracts and other investments that in the aggregate
provide exposure to the price movements of its respective commodity. Each Fund
may change its 80% investment policy without shareholder approval upon 60 days’
notice to shareholders.
The
Adviser uses a number of investment techniques in an effort to achieve the
stated investment objective for each Leveraged Fund. Each Leveraged Fund seeks
two times (2x) the daily price performance of its respective commodity on a
given day. To do this, the Adviser creates net “long” positions for a Leveraged
Fund. Long positions move in the same direction as the price of the applicable
commodity, advancing when the commodity’s price advances and declining when such
price declines.
In
seeking to achieve a Leveraged Fund’s investment objective, the Adviser uses
statistical and quantitative analysis to determine the investments such
Leveraged Fund makes and the techniques it employs. The Adviser relies upon a
pre-determined model to generate orders that result in repositioning a Leveraged
Fund’s investments in accordance with its daily leveraged investment objective.
Using this approach, the Adviser determines the type, quantity and mix of
investment positions that it believes in combination should produce daily
returns consistent with a Leveraged Fund’s investment objective. In general, if
a Leveraged Fund is performing as designed, the price performance of its
respective commodity will dictate the return for such Leveraged Fund. The
Adviser does not invest the assets of a Leveraged Fund in securities,
derivatives or other investments based on the Adviser’s view of the investment
merit of a particular security or instrument, nor does it conduct conventional
investment research or analysis or forecast market movements or trends. A
Leveraged Fund generally pursues its investment objective regardless of the
market conditions and does not take defensive positions.
Each
Leveraged Fund has a clearly articulated daily leveraged investment objective
which requires a Leveraged Fund to seek economic exposure in excess of its net
assets (i.e.,
economic leverage). To meet its objectives, a Leveraged Fund invests in some
combination of futures contracts and Other Investments so that it generates
economic exposure consistent with such Leveraged Fund’s investment
objective.
The
Leveraged Funds may invest significantly in futures contracts to obtain economic
“leverage.” Leveraging allows the Adviser to generate a greater positive or
negative return for the Funds than what would be generated on the invested
capital without leverage, thus changing small market movements into larger
changes in the value of the investments of the Funds.
At
the close of the markets each trading day, a Leveraged Fund will position its
portfolio to ensure that such Leveraged Fund’s exposure to the price of its
respective commodity is consistent with such Leveraged Fund’s stated investment
objective. The impact of market movements during the day determines whether a
portfolio needs to be repositioned. If the price of a commodity has risen on a
given day, the applicable Leveraged Fund’s net assets should rise, meaning its
exposure will typically need to be increased. Conversely, if the price of a
commodity has fallen on a given day, the applicable Leveraged Fund’s net assets
should fall, meaning its exposure will typically need to be reduced.
Each
Leveraged Fund may have difficulty in achieving its daily leveraged investment
objective due to fees, expenses, transaction costs, income items, accounting
standards, significant purchase and redemption activity by Fund shareholders
and/or disruptions or a temporary lack of liquidity in the markets for the
securities held by a Fund.
If
a Leveraged Fund is unable to obtain sufficient leveraged exposure to its
respective commodity due to the limited availability of necessary investments or
financial instruments, the Fund could, among other things, limit or suspend
creation units until the Adviser determines that the requisite exposure to its
respective commodity is obtainable. During the period that creation units are
suspended, a Fund could trade at a significant premium or discount to its NAV
and could experience substantial redemptions.
A
Cautionary Note to Investors Regarding Dramatic Commodity Price
Movements
Each
Leveraged Fund seeks daily exposure to the price performance of its respective
commodity equal to 200% of its net assets. As a consequence, a Leveraged Fund
could lose an amount greater than its net assets in the event of a decline in
the value of its respective commodity in excess of 50% of the value of such
commodity.
THE
RISK OF TOTAL LOSS EXISTS.
Understanding
the Risks and Long-Term Performance of Daily Objective Funds – the Impact of
Compounding
Each
Leveraged Fund is designed to provide leveraged (2x) results on a daily basis. A
Leveraged Fund, however, is unlikely to provide a simple multiple (i.e.,
2x) of the price performance of a commodity over periods longer than a single
day.
•Why?
The hypothetical example below illustrates how daily leveraged fund returns can
behave for periods longer than a single day.
Take
a hypothetical fund XYZ that seeks to achieve twice the daily price performance
of commodity XYZ. On each day, fund XYZ performs in line with its objective (2x
the commodity price’s daily performance before fees and expenses). Notice that
over the entire five-day period, the fund’s total return is considerably less
than two times that of the period performance of the commodity price. For the
five-day period, the price of commodity XYZ gained 5.1% while fund XYZ gained
9.9% (versus 2 x 5.1% or 10.2%). In other scenarios, the return of a daily
rebalanced fund could be greater than three times the commodity price’s
return.
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| Price
of Commodity XYZ |
Fund
XYZ |
|
| Level |
Daily Performance |
Daily Performance |
Net
Asset Value |
| Start |
100 |
|
| $100.00 |
| Day
1 |
103 |
3.0% |
6.0% |
$106.00 |
| Day
2 |
99.9 |
-3.0% |
-6.0% |
$99.62 |
| Day
3 |
103.9 |
4.0% |
8.0% |
$107.60 |
| Day
4 |
101.3 |
-2.5% |
-5.0% |
$102.21 |
| Day
5 |
105.1 |
3.8% |
7.5% |
$109.88 |
| Total
Return |
| 5.1% |
9.9% |
|
•Why
does this happen? This
effect is caused by compounding, which exists in all investments, but has a more
significant impact on a daily leveraged fund. The return of a daily leveraged
fund for a period longer than a single day is the result of its return for each
day compounded over the period and usually will differ in amount, and possibly
even direction, from the daily leveraged fund’s stated multiple times the change
in the price of the daily leveraged fund’s respective commodity for the same
period. In general, during periods of higher volatility in the commodity’s
price, compounding will cause longer term results to be less than the multiple
of the change in the commodity’s price. This effect becomes more pronounced as
volatility increases. Conversely, in periods of lower volatility in the
commodity’s price, fund returns over longer periods can be higher than the
multiple of the change in the commodity’s price. Actual results for a particular
period, before fees and expenses, are also dependent on the following factors:
a) the volatility of the commodity’s price; b) the change in the commodity’s
price; c) period of time; d) financing rates associated with derivatives; and e)
other fund expenses. The example above illustrates the impact of two principal
factors — commodity price volatility and price change — on fund
performance.
•What
it means to you. Daily
leveraged funds, if used properly and in conjunction with the investor’s view on
the future direction and volatility of the markets, can be useful tools for
knowledgeable investors who want to manage their exposure to various markets and
market segments. Investors should understand the consequences of seeking daily
investment results, before fees and expenses, that correspond to the performance
of a daily benchmark such as the multiple (i.e.,
2x) of the daily performance of a reference price for a single day, not for any
other period, including the impact of compounding on fund performance. Investors
should monitor and/or periodically rebalance their portfolios (which will
possibly trigger transaction costs and tax consequences), as frequently as
daily. Investors considering a Leveraged Fund should understand that they are
designed to provide a positive multiple of a commodity price change for a single
day, not for any other period.
Additionally,
investors should recognize that the degree of volatility of a commodity price
can have a dramatic effect on a fund’s longer-term performance. The more
volatile a commodity price is, the more a fund’s longer-term performance will
negatively deviate from a simple multiple (e.g.,
2x) of its commodity price’s longer-term performance. The return of a fund for a
period longer than a single day is the result of its return for each day
compounded over the period and usually will differ in amount, and possibly even
direction, from the fund’s stated multiple times the price change of the fund’s
respective commodity for the same period. For periods longer than a single day,
a fund will lose money if its commodity price’s performance is flat over time,
and it is possible that the fund will lose money over time regardless of the
price change of its respective commodity, as a result of daily rebalancing, the
commodity price’s volatility, compounding and other factors. An investor in a
Leveraged Fund could potentially lose the full principal value of his/her
investment within a single day.
Principal
Investment Strategies for the Teucrium No K-1 Corn ETF, Teucrium No K-1 Wheat
ETF, Teucrium No K-1 Sugar ETF and Teucrium No K-1 Soybean ETF (each a
“Non-Leveraged Commodity Fund” and, collectively, the “Non-Leveraged Commodity
Funds”)
Each
Non-Leveraged Commodity Fund has adopted a policy to invest, under normal
circumstances, at least 80% of its net assets, plus the amount of any borrowings
for investment purposes, in futures contracts and other investments that in the
aggregate provide exposure to the price movements of its respective commodity.
Each Fund may change its 80% investment policy without shareholder approval upon
60 days’ notice to shareholders.
Principal
Investment Risks
An
investment in a Fund entails risks. A Fund could lose money, or its performance
could trail that of other investment alternatives. The following provides
additional information about each Fund’s principal risks. It is important that
investors closely review and understand these risks before making an investment
in a Fund. Each risk applies to each Fund unless otherwise specified. Just as in
each Fund’s summary section, the principal risks below are presented in
alphabetical order to facilitate finding particular risks and comparing them
with those of other funds. Each risk summarized below is considered a “principal
risk” of investing in the applicable Fund, regardless of the order in which it
appears.
•Active
Management Risk (Agriculture
Strategy No K-1 ETF and Non-Leveraged Commodity Funds Only).
Each
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement strategies for the Fund. The
applicable Funds invest in complex instruments (each described below), including
futures contracts. Such instruments may create enhanced risks for the applicable
Funds, and the Adviser’s ability to control each Fund’s level of risk will
depend on the Adviser’s skill in managing such instruments. In addition, the
Adviser’s evaluations and assumptions regarding investments, interest rates,
inflation, and other factors may not successfully achieve the applicable Fund’s
investment objective given actual market conditions.
•Agricultural
Commodities Risk.
The
price and availability of agricultural commodities is influenced by economic and
industry conditions, including but not limited to supply and demand factors such
as: crop disease; weed control; water and fertilizer availability; various
planting, growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are difficult to
anticipate and that cannot be controlled. The U.S. prices of agricultural
commodities may be subject to risks relating to the production of such
commodities in foreign countries, such as: uncontrolled fires (including arson);
challenges in doing business with foreign companies; legal and regulatory
restrictions; transportation costs; interruptions in energy supply; currency
exchange rate fluctuations; and political and economic instability.
Additionally, demand for agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends.
Agricultural
commodity production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties, subsidies,
incentives, acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, commodity production is
affected by laws and regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural products.
Agricultural commodity producers also may need to comply with various
environmental laws and regulations, such as those regulating the use of certain
pesticides, and local laws that regulate the production of genetically modified
crops. In addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of agricultural commodities may cause risk to an
investor because of the possibility that Share prices will be depressed because
of the relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season (i.e.,
in the case of corn and soybeans, contracts expiring during the fall are
typically priced lower than contracts expiring in the winter and spring). Thus,
seasonal fluctuations could result in an investor incurring losses upon the sale
of Shares, particularly if the investor needs to sell Shares when a commodity
futures contract is, in whole or part, expiring in the harvest season for the
specified commodity.
◦Risks
Specific to Corn (Agriculture Strategy No K-1 ETF, No K-1 Corn ETF and 2x Daily
Corn ETF Only).
Demand for corn in the United States to produce ethanol has also been a
significant factor affecting the price of corn. In turn, demand for ethanol has
tended to increase when the price of gasoline has increased and has been
significantly affected by United States governmental policies designed to
encourage the production of ethanol. Additionally, demand for corn is affected
by changes in consumer tastes, national, regional and local economic conditions,
and demographic trends. Finally, because corn is often used as an ingredient in
livestock feed, demand for corn is subject to risks associated with the outbreak
of livestock disease.
◦Risks
Specific to Wheat (Agriculture Strategy No K-1 ETF, No K-1 Wheat ETF and 2x
Daily Wheat ETF Only).
Demand for food products made from wheat flour is affected by changes in
consumer tastes, national, regional and local economic conditions, and
demographic trends. More specifically, demand for such food products in the
United States is relatively unaffected by changes in wheat prices or disposable
income but is closely tied to tastes and preferences. For example, an increase
in the popularity of low-carbohydrate diets could cause the consumption of wheat
flour to decrease rapidly. Export demand for wheat fluctuates yearly, based
largely on crop yields in the importing countries, which can be impacted by
various factors, including geopolitical events in such countries, such as the
ongoing conflict in Ukraine.
◦Risks
Specific to Soybeans (Agriculture Strategy No K-1 ETF, No K-1 Soybean ETF and 2x
Daily Soybean ETF Only).
The increased production of soybean crops in South America and the rising demand
for soybeans in emerging nations such as China and India have increased
competition in the soybean market. Like the conversion of corn into ethanol,
soybeans can be converted into biofuels such as biodiesel. Accordingly, the
soybean market has become increasingly affected by demand for biofuels and
related legislation. The supply of soybeans could be reduced by the spread of
soybean rust, a wind-borne fungal disease. Although soybean rust can be killed
with chemicals, chemical treatment increases production costs for farmers. In
addition, because processing soybean oil can create trans-fats, the demand for
soybean oil may decrease due to heightened governmental regulation of trans-fats
or trans-fatty acids. The U.S. Food and Drug Administration currently requires
food manufacturers to disclose levels of trans-fats contained in their products,
and various local governments have enacted or are considering restrictions on
the use of trans-fats in restaurants. Many major food processors have either
switched or indicated an intention to switch to oil products with lower levels
of trans-fats or trans-fatty acids.
◦Risks
Specific to Sugar (Agriculture Strategy No K-1 ETF, No K-1 Sugar ETF and 2x
Daily Sugar ETF Only).
The spread of consumerism and the rising affluence of emerging nations such as
China and India have created increased demand for sugar. An influx of people in
developing countries moving from rural to urban areas may create more disposable
income to be spent on sugar products and might also reduce sugar production in
rural areas on account of worker shortages, all of which could result in upward
pressure on sugar prices. On the other hand, public health concerns regarding
obesity, heart disease and diabetes, particularly in developed countries, may
reduce demand for sugar. In light of the time it takes to grow sugarcane and
sugar beets and the cost of new facilities for processing these crops, it may
not be possible to increase supply quickly or in a cost-effective manner in
response to an increase in demand.
•Cash
Transaction Risk.
Each Fund expects to effect all of its creations and redemptions for cash,
rather than in-kind securities. Cash purchases and redemptions may increase
brokerage and other transaction costs. In addition, a Fund may be required to
sell or unwind portfolio investments to obtain the cash needed to distribute
redemption proceeds. This may cause a Fund to recognize a capital gain that it
might not have recognized if it had made a redemption in kind. As a result, a
Fund may pay out higher annual capital gain distributions than if the in-kind
redemption process was used. The use of cash creations and redemptions may also
cause a Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to such Fund’s NAV, particularly in times of stressed
market conditions. As a practical matter, only institutions and large investors,
such as market makers or other large broker dealers, create or redeem shares
directly through a Fund. Most investors will buy and sell shares of a Fund on an
exchange through a broker-dealer. Furthermore, a Fund may not be able to execute
cash transactions for creation and redemption purposes at the same price used to
determine such Fund’s NAV. To the extent that the maximum additional charge for
creation or redemption transactions is insufficient to cover the execution
shortfall, a Fund’s performance could be negatively impacted.
•Clearing
Broker Risk.
The failure or bankruptcy of a Fund’s and its respective Subsidiary’s clearing
broker could result in a substantial loss of Fund assets. Under current CFTC
regulations, a clearing broker maintains customers’ assets in a bulk segregated
account. If a clearing broker fails to do so, or is unable to satisfy a
substantial deficit in a customer account, its other customers may be subject to
risk of loss of their funds in the event of that clearing broker’s bankruptcy.
In that event, the clearing broker’s customers, such as a Fund and its
respective Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes, and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities. U.S. government securities include securities that are issued or
guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or
by various instrumentalities which have been established or sponsored by the
U.S. government. U.S. Treasury securities are backed by the “full faith and
credit” of the United States. Securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may or may not be
backed by the full faith and credit of the United States. In the case of those
U.S. government securities not backed by the full faith and credit of the United
States, the investor
must
look principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities, and
consequently, the value of such securities may fluctuate. A Fund’s investments
in U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness.
Money
market funds are subject to management fees and other expenses, and a Fund’s
investments in money market funds will cause it to bear proportionately the
costs incurred by the money market funds’ operations while simultaneously paying
its own management fees and expenses. An investment in a money market fund is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Money market funds may not have the value of their
investments remain at $1.00 per share; it is possible to lose money by investing
in a money market fund.
Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt securities carry both
credit risk and interest rate risk. Credit risk is the risk that the issuer of a
corporate debt security is unable to pay interest or repay principal when it is
due and the holder of the corporate debt security could lose money. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause a Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity-Linked
Derivatives Tax Risk.
As a RIC, a Fund must derive at least 90% of its gross income for each taxable
year from sources treated as qualifying income under the Code. The income of a
Fund from certain commodity-linked derivatives may be treated as non-qualifying
income for purposes of such Fund’s qualification as a RIC, in which case the
applicable Fund might fail to qualify as a RIC and be subject to federal income
tax at the Fund level. To the extent a Fund invests directly in commodity-linked
derivatives, such Fund will seek to restrict its income from such instruments
that do not generate qualifying income to a maximum of 10% of its gross income
(when combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the applicable Fund to
qualify as a RIC under Subchapter M of the Code. However, a Fund may generate
more non-qualifying income than anticipated, may not be able to generate
qualifying income in a particular taxable year at levels sufficient to meet the
qualifying income test, or may not be able to accurately predict the
non-qualifying income from these investments.
The
extent to which a Fund invests in commodity-linked derivatives may be limited by
the qualifying income and asset diversification tests, which such Fund must
continue to satisfy to maintain its status as a RIC. If a Fund does not qualify
as a RIC for any taxable year and certain relief provisions are not available,
such Fund’s taxable income would be subject to tax at the Fund level and to a
further tax at the shareholder level when such income is distributed. Failure to
comply with the requirements for qualification as a RIC could have significant
negative tax consequences to the applicable Fund shareholders. Under certain
circumstances, a Fund may be able to cure a failure to meet the qualifying
income requirement, but in order to do so such Fund may incur significant
Fund-level taxes, which would effectively reduce (and could eliminate) the
applicable Fund’s returns. The tax treatment of certain commodity-linked
derivatives may be affected by future regulatory or legislative changes that
could affect the character, timing and/or amount of a Fund’s taxable income or
gains and distributions.
•Commodity
Pool Regulatory Risk.
A Fund’s investment exposure to commodities futures will cause it to be deemed
to be a commodity pool, thereby subjecting such Fund to regulation under the CEA
and CFTC rules. The Adviser is registered as a CPO, and each Fund will be
operated in accordance with applicable CFTC rules, as well as the regulatory
scheme applicable to registered investment companies. Registration as a CPO
imposes additional compliance obligations on the Adviser and a Fund related to
additional laws, regulations, and enforcement policies, which could increase
compliance costs and may affect the operations and financial performance of such
Fund. However, a Fund’s status as a commodity pool and the Adviser’s
registration as a CPO are not expected to materially adversely affect a Fund’s
ability to achieve its respective investment objective. The CFTC has not passed
on the adequacy of this Prospectus.
•Counterparty
Risk.
Investing in derivatives involves entering into contracts with third parties
(i.e.,
counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. A Fund will be
subject to credit risk (i.e.,
the risk that a counterparty is or is perceived to be unwilling or unable to
make timely payments or otherwise meet its contractual obligations) with respect
to the amount it expects to receive from counterparties to derivatives entered
into by such Fund. If a counterparty becomes bankrupt or fails to perform its
obligations, or if any collateral posted by the counterparty for the benefit of
a Fund is insufficient or there are delays in a Fund’s ability to access such
collateral, the value of an investment in such Fund may decline. The
counterparty to a listed futures contract is the derivatives clearing
organization for the listed future. The listed future is held through an FCM
acting on behalf of a Fund. A Fund also seeks to mitigate risks by generally
requiring that the counterparties agree to post collateral for the benefit of
such Fund, marked to market daily, in an amount approximately equal to what the
counterparty owes such Fund, subject to certain minimum thresholds. To the
extent any such collateral is insufficient or there are delays in accessing the
collateral, a Fund will be exposed to the risks described above,
including
possible delays in recovering amounts as a result of bankruptcy proceedings.
Consequently, the counterparty risk on a listed futures contract is the
creditworthiness of the FCM and the exchange’s clearing corporation.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as a Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause a Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of a Fund, the Adviser, a Fund’s other
service providers, market makers, APs, a Fund’s primary listing exchange, or the
issuers of securities in which a Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders. For instance, cyber-attacks or technical malfunctions may
interfere with the processing of shareholder or other transactions, affect a
Fund’s ability to calculate its NAV, cause the release of private shareholder
information or confidential Fund information, impede trading, cause reputational
damage, and subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and other data integral to the
functioning of a Fund inaccessible or inaccurate or incomplete. A Fund also may
incur substantial costs for cybersecurity risk management to prevent cyber
incidents in the future. A Fund and its respective shareholders could be
negatively impacted as a result.
•Daily
Correlation/Tracking Risk (Leveraged
Funds Only).
There
is no guarantee that a Fund will achieve a high degree of correlation to the
applicable commodity’s price and therefore achieve its daily leveraged
investment objective. To achieve a high degree of correlation with the commodity
price’s performance, a Fund seeks to rebalance its portfolio daily to keep
leverage consistent with its daily leveraged investment objective. In addition,
a Fund’s exposure to the commodity price is impacted by the commodity price’s
movement. Because of this, it is unlikely that a Fund will be perfectly exposed
to the commodity price at the end of each day. The possibility of a Fund being
materially over- or under-exposed to the commodity price increases on days when
the commodity price is volatile near the close of the trading day. Market
disruptions, regulatory restrictions and extreme volatility will also adversely
affect a Fund’s ability to adjust exposure to the required levels.
A
Fund may have difficulty achieving its daily leveraged investment objective due
to fees, expenses, transaction costs, financing costs related to the use of
derivatives, investments in exchange-traded products, directly or indirectly,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund. A
Fund may be subject to large movements of assets into and out of the Fund,
potentially resulting in the Fund being over- or under-exposed to the commodity
price. A Fund may take or refrain from taking positions to improve the tax
efficiency or to comply with various regulatory restrictions, either of which
may negatively impact a Fund’s correlation to the commodity price.
•Derivatives
Risk.
A Fund’s derivative investments have risks, including the imperfect correlation
between the value of such instruments and the underlying assets; the loss of
principal, including the potential loss of amounts greater than the initial
amount invested in the derivative instrument; and illiquidity of the derivative
investments. The derivatives used by a Fund may give rise to a form of leverage.
Leverage magnifies the potential for gain and may result in greater losses,
which in some cases may cause a Fund to liquidate other portfolio investments at
inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of a Fund’s transactions in derivatives could also
affect the amount, timing, and character of distributions to shareholders, which
may result in such Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact such Fund’s after-tax
returns. To the extent a Fund invests in such derivative instruments, the value
of such Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦ Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect a Fund’s NAV and total return, are: (a) the imperfect
correlation between the change in market value of the futures contract and the
price of the underlying asset; (b) possible lack of a liquid secondary market
for a futures contract and the resulting inability to close a futures contract
when desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if a Fund has insufficient cash,
it may have to sell investments from its portfolio to meet daily variation
margin requirements, and such Fund may have to sell investments at a time when
it may be disadvantageous to do so.
Investment
in exchange-traded futures contracts may expose a Fund to the risks of a
clearing broker (or a FCM). Under current regulations, a clearing broker or FCM
maintains customers’ assets in a bulk segregated account. There is a risk that
Fund
assets deposited with the clearing broker to serve as margin may be used to
satisfy the broker’s own obligations or the losses of the broker’s other
clients. In the event of default, a Fund could experience lengthy delays in
recovering some or all of its assets and may not see any recovery at all.
Because futures contracts project price levels in the future, market
circumstances may cause a discrepancy between the price of a futures contract
and the movement in the underlying asset. In the event of adverse price
movements, a Fund may be required to post additional “variation margin” to
satisfy the necessary collateral requirements of the FCM. A Subsidiary intends
to invest in futures contracts, which requires that the Subsidiary and/or its
parent Fund maintain liquid assets sufficient to satisfy any margin or similar
trading account maintenance requirements.
◦ Cost
of Futures Investment Risk.
When a commodities futures contract is nearing expiration, a Fund will generally
sell it and use the proceeds to buy a commodities futures contract with a later
expiration date. This is commonly referred to as “rolling.” The price of
commodities futures contracts further from expiration may be higher (a condition
known as “contango”) or lower (a condition known as “backwardation”), which can
affect a Fund’s performance. The futures contracts markets have experienced, and
are likely to experience again in the future, extended periods in which contango
or backwardation have affected various types of futures contracts. These
extended periods have caused in the past, and may cause in the future,
significant losses. In addition, the costs associated with rolling commodities
futures contracts typically are substantially higher than the costs associated
with other futures contracts and may have a significant adverse impact on the
performance of a Fund. Because of the frequency with which a Fund expects to
roll commodities futures contracts, the effects of such contango or
backwardation may be greater than would be the case if such Fund experienced
lower portfolio turnover.
◦ Swap
Agreements Risk (Non-Leveraged Commodity Funds and Leveraged Funds
Only).
Swap agreements are contracts for periods ranging from one day to more than one
year and may be negotiated bilaterally and traded OTC between two parties or,
for certain standardized swaps, must be exchange-traded through an FCM or swap
execution facility and/or cleared through a clearinghouse that serves as a
central counterparty. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. A Fund may enter into swap
agreements, including, but not limited to total return swaps, index swaps,
interest rate swaps, municipal market data rate locks, and credit default swaps.
A Fund may utilize swap agreements in an attempt to gain exposure to certain
securities without purchasing those securities to speculate on the movement of
such securities or to hedge a position. Swap agreements may be subject to fees
and expenses, and by investing in swaps indirectly through the Fund, a
shareholder will bear the expenses of such derivatives in addition to expenses
of the Fund. Risks associated with the use of swap agreements are different from
those associated with ordinary portfolio securities transactions, largely due to
the fact they could be considered illiquid and many swaps currently trade on the
OTC market. Swaps are particularly subject to counterparty credit, correlation,
valuation, liquidity and leveraging risks and could result in substantial losses
to a Fund.
The
CFTC and other applicable regulators have adopted rules imposing certain margin
requirements, including minimums, on OTC swaps, which may result in a Fund and
its counterparties posting higher margin amounts for OTC swaps, which could
increase the cost of swap transactions to a Fund and impose added operational
complexity.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in a Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, a Fund may be unable
to rebalance its portfolio, may be unable to accurately price its investments,
and/or may incur substantial trading losses.
•Effects
of Compounding and Market Volatility Risk (Leveraged
Funds Only).
Each
Leveraged Fund has a daily leveraged investment objective and the Fund’s
performance for periods greater than a trading day will be the result of each
day’s returns compounded over the period, which is very likely to differ from
the commodity price’s performance times the stated multiple in the Fund’s
investment objective, before fees and expenses. Compounding affects all
investments, but has a more significant impact on leveraged funds and funds that
rebalance daily.
Over
time, the cumulative percentage increase or decrease in the value of a Leveraged
Fund’s portfolio may diverge significantly from the cumulative percentage
increase or decrease in 200% of the return of the price of the applicable
commodity due to the compounding effect of losses and gains on the returns of
the Fund. It also is expected that the Fund’s use of leverage will cause the
Fund to underperform the return of 200% of the commodity price’s change in a
trendless or flat market.
The
chart below provides examples of how commodity price volatility could affect the
Fund’s performance. The chart illustrates the impact of two factors that affect
the Fund’s performance: volatility in the commodity price and the commodity’s
price performance. Price performance shows the percentage change in the
commodity’s price over the specified time period, while commodity price
volatility is a statistical measure of the magnitude of fluctuations in the
returns during that time period. As illustrated below, even if the commodity
price performance over two equal time periods is identical, different price
volatility (i.e.,
fluctuations in the price changes) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) commodity price volatility; b)
commodity price performance; c) period of time; d) financing rates associated
with leveraged
exposure;
and e) other Fund expenses. The chart below illustrates the impact of two
principal factors – commodity price volatility and commodity price performance –
on Fund performance. The chart shows estimated Fund returns for a number of
combinations of price volatility and price performance over a one-year
period.
Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
referenced commodity; (ii) there were no Fund expenses; and (iii)
borrowing/lending rates of 0%. If Fund expenses and/or actual borrowing/lending
rates were reflected, the estimated returns would be worse than those
shown.
As
shown below, a Leveraged Fund would be expected to lose 6.1% if the commodity
price did not change over a one year period during which the commodity price
experienced annualized volatility of 25%. If the commodity price’s annualized
volatility were to rise to 75%, the hypothetical loss for a one year period
widens to approximately 43% for the Leveraged Fund. At higher ranges of
volatility, there is a chance of a significant loss of value even if the
commodity price is flat. For instance, if the commodity price’s annualized
volatility is 100%, it is likely that the Leveraged Fund would lose 63.2% of its
value, even if the commodity price’s cumulative return for the year was only 0%.
The volatility of futures contracts, or instruments that reflect the price of
the commodity, may differ from the volatility of the Leveraged Fund’s reference
commodity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Leveraged Fund is not
appropriate for investors who do not intend to actively monitor and manage their
portfolios. The table is intended to underscore the fact that the Leveraged Fund
is designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
•ETF
Risks.
Each Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦ Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
A Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦ Costs
of Buying or Selling Shares Risk.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors also will incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in a Fund, asset swings in a Fund and/or increased market volatility may cause
increased bid/ask spreads. Due to the costs of buying or selling Shares,
including brokerage commissions imposed by brokers and bid/ask spreads, frequent
trading of Shares may significantly reduce investment results and an investment
in Shares may not be advisable for investors who anticipate regularly making
small investments.
◦ Shares
May Trade at Prices Other Than NAV Risk.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate a Fund’s NAV, there may be times when the market price of Shares is
more than the NAV intra-day (premium) or less than the NAV intra-day (discount)
due to supply and demand of Shares or during periods of market volatility. This
risk is heightened in times of market volatility or periods of steep market
declines and periods when there is limited trading activity for Shares in the
secondary market, in which case such premiums or discounts may be significant.
The market price of Shares during the trading day, like the price of any
exchange-traded security, includes a “bid/ask” spread charged by the exchange
specialist, market makers or other participants that trade Shares. In times of
severe market disruption, the bid/ask spread can increase significantly. At
those times, Shares are most likely to be traded at a discount to NAV, and the
discount is likely to be greatest when the price of Shares is falling fastest,
which may be the time that you most want to sell your Shares. The Adviser
believes that, under normal market conditions, large market price discounts or
premiums to NAV will not be sustained because of arbitrage opportunities.
◦ Trading
Risk.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of a Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares.
•Exchange-Traded
Products Risk (Non-Leveraged
Commodity Funds and Leveraged Funds Only).
The
risks of owning interests of an ETP, such as an exchange-traded commodity pool,
generally reflect the same risks as owning the underlying securities or other
instruments that the ETP is designed to track. The shares of certain ETPs may
trade at a premium or discount to their intrinsic value (i.e., the market value
may differ from the NAV of an ETP's shares). For example, supply and demand for
shares of an ETP or market disruptions may cause the market price of the ETP to
deviate from the value of the ETP’s investments, which may be emphasized in less
liquid markets. By investing in an ETP, a Fund indirectly bears the
proportionate share of any fees and expenses of the ETP in addition to the fees
and expenses that the Fund and its shareholders directly bear in connection with
the Fund’s operations. Because the ETPs may have a significant portion of their
assets exposed directly or indirectly to commodities or commodity-linked
securities, developments affecting commodities may have a disproportionate
impact on such ETPs and may subject the ETPs to greater volatility than
investments in traditional securities.
•High
Portfolio Turnover Risk
(Non-Leveraged
Commodity Funds and Leveraged Funds Only).
A Fund, through its respective Subsidiary, may frequently buy and sell futures
contracts and other assets as part of such Fund’s strategy to obtain exposure to
agricultural commodities. Higher portfolio turnover may result in a Fund paying
higher levels of transaction costs and generating greater tax liabilities for
shareholders. Portfolio turnover risk may cause a Fund’s performance to be less
than you expect.
•Intra-Day
Investment Risk (Leveraged
Funds Only).
Each
Fund seeks daily leveraged investment results, which should not be equated with
seeking an investment objective for shorter than a day. Thus, an investor who
purchases Fund shares after close of the markets on one trading day and before
the close of the markets on the next trading day will likely have more, or less,
than two times (2x) the leveraged investment exposure to the commodity price,
depending upon the movement of the commodity price from the end of one trading
day until the time of purchase. If the commodity price moves in a direction
favorable to the Fund, the investor will receive less than two times (2x) the
exposure to the commodity price. Conversely, if the commodity price moves in a
direction adverse to the Fund, the investor will receive exposure to the
commodity price greater than two times (2x). Thus, an investor that purchases
shares intra-day may experience performance that is greater than, or less than,
the Fund’s stated multiple of the commodity price’s performance.
If
there is a significant intra-day market event and/or the commodity’s price
experience a significant change that is adverse to a Fund, a Fund may not meet
its investment objective or rebalance its portfolio appropriately. Additionally,
a Fund may close to purchases and sales of Shares prior to the close of regular
trading on the NYSE Arca, Inc. and incur significant losses.
•Investment
Capacity Risk.
If the Fund’s ability to obtain exposure to commodities futures consistent with
its investment objective is disrupted for any reason, including limited
liquidity in the commodities futures market, a disruption to the commodities
futures, or as a result of margin requirements or position limits imposed by the
Fund’s FCMs, the DCM, or the CFTC on the Fund or the Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur. FCMs act as the intermediaries between customers
and exchanges facilitating transactions in commodity derivatives. DCMs are the
exchanges on which these transactions occur.
•Leverage
Risk (Leveraged
Funds Only).
The
Leveraged Funds seek to achieve and maintain the exposure to the price of the
referenced commodity for future delivery by using leverage inherent in futures
contracts. Therefore, the Leveraged Funds are subject to leverage risk. When a
Leveraged Fund purchases or sells an instrument or enters into a transaction
without investing an amount equal to the full economic exposure of the
instrument or transaction, it creates leverage, which can result in the Fund
losing more than it originally invested. As a result, these investments may
magnify losses to the Fund, and even a small market movement may result in
significant losses to the Fund. Leverage may also cause a Leveraged Fund to be
more volatile because it may exaggerate the effect of any increase or decrease
in the value of the Fund’s portfolio securities. Futures trading involves a
degree of leverage and as a result, a relatively small price movement in futures
instruments may result in immediate and substantial losses to the Fund.
•Limited
Operating History Risk
(2x Daily Corn ETF and 2x Daily Wheat ETF Only).
Each Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk.
Liquidity
risk exists when particular investments are difficult to purchase or sell. To
the extent a Fund invests in illiquid investments or investments that become
less liquid, such investments may have a negative effect on the returns of such
Fund because the Fund may be unable to sell the illiquid investments at an
advantageous time or price. To the extent that a Fund’s principal investment
strategies involve investing in investments with substantial market and/or
credit risk, such Fund will tend to have the greatest exposure to liquidity
risk. Liquid investments may become illiquid after purchase by a Fund,
particularly during periods of market turmoil. Illiquid investments may be
harder to value, especially in changing markets, and if such Fund is forced to
sell these investments to meet redemption requests or for other cash needs, the
applicable Fund may suffer a loss. There can be no assurance that an investment
that is deemed to be liquid when purchased will continue to be liquid for as
long as it is held by a Fund.
•Market
Risk. Market
risks, including political, regulatory, market, and economic or other
developments, and developments that impact specific economic sectors, industries
or segments of the market, can affect the value of the Fund’s Shares. The Fund
is subject to the risk that the prices of, and the income generated by,
securities held by the Fund may decline significantly and/or rapidly in response
to adverse conditions or other developments, affecting (or that are perceived to
affect) individual companies or issuers, particular industries, or the market
generally. Such developments may include real or perceived changes in prevailing
interest rates, changes in inflation rates or expectations about inflation
rates, deflation, adverse investor confidence or sentiment, general outlook for
corporate earnings, changing economic, political (including geopolitical),
social or financial market conditions, bank failures, actual or threatened
imposition of tariffs (which may be imposed by U.S. and foreign governments) and
trade disruptions, recession, changes in currency and inflation rates, increased
instability or general uncertainty, environmental or natural disasters, extreme
weather or geological events, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt
crises, terrorism, actual or threatened wars or other armed conflicts (such as
the armed conflicts across the Middle East and ongoing Russia-Ukraine war in
Europe, and the risk of expansion or collateral economic and other effects
thereof) or ratings downgrades, technological developments (including those
related to artificial intelligence) or failures (for example, widespread system
outages or disruptions or faulty updates to software applications) and other
similar events, each of which may be temporary or last for extended periods. For
example, the threat or actual imposition of tariffs, trade restrictions,
currency restrictions or similar actions (or retaliatory measures taken in
response to such actions) could adversely affect the Fund’s investments,
including by leading to price volatility, overall declines in the U.S. and
global investment markets, reduced liquidity and investment losses. These events
have caused, and may in the future cause, significant disruptions to business
operations, strained healthcare systems, disruptions to supply chains, large
expansion of government deficits and debt as a result of government actions to
mitigate the effects of such events, and widespread uncertainty regarding the
long-term effects of such events. Such events may cause the value of securities
owned by the Fund to go up or down, sometimes rapidly or unpredictably. There
also is a risk that policy and legislative changes by the U.S. Government and/or
Federal Reserve, or certain foreign governments and central banks, could cause
increased volatility in financial markets and higher levels of Fund redemptions,
which could have a negative impact on a Fund. These events may lead to periods
of volatility and increased redemptions, which could cause a Fund to experience
a loss when selling securities to meet redemption requests by shareholders. The
risk of loss increases if the redemption requests are unusually large or
frequent. Markets also tend to move in cycles, with periods of rising and
falling prices. If there is a general decline in the securities and other
markets, your investment in a Fund may lose value, regardless of the individual
results of the securities and other instruments in which the Fund
invests.
These
or similar events could be prolonged and could adversely affect the value and
liquidity of a Fund’s investments, impair a Fund’s ability to satisfy redemption
requests, and negatively impact a Fund’s performance. Furthermore, economies and
financial markets throughout the world are becoming increasingly interconnected.
As a result, whether or not a Fund invests in securities of issuers located in
or with significant exposure to countries experiencing economic and financial
difficulties, the value and liquidity of the Fund’s investments may be
negatively affected.
•New
Fund Risk (Non-Leveraged
Commodity Funds, 2x Daily Sugar ETF, and 2x Daily Soybean ETF Only).
Each Fund is a recently organized investment company with no operating history.
As a result, prospective investors have no track record or
history
on which to base their investment decision. Moreover, investors will not be able
to evaluate a Fund against one or more comparable funds on the basis of relative
performance until such Fund has established a track record.
•Non-Diversification
Risk (Leveraged
Funds and Non-Leveraged Commodity Funds Only).
Each Fund is considered to be non-diversified which means that it may invest a
greater percentage of its assets in the securities of a single issuer or a
lesser number of issuers than if it was a diversified fund. As a result, a Fund
may be more exposed to the risks associated with and developments affecting an
individual issuer or a lesser number of issuers than a fund that invests more
widely. This may increase a Fund’s volatility and cause the performance of a
relatively small number of issuers to have a greater impact on such Fund’s
performance.
•Reverse
Repurchase Agreements Risk (Non-Leveraged
Commodity Funds and Leveraged Funds Only).
A
reverse repurchase agreement is the sale by a Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide a
Fund with cash for investment purposes, which creates leverage and subjects the
Fund to the risks of leverage. Reverse repurchase agreements also involve the
risk that the other party may fail to return the securities in a timely manner
or at all. A Fund could lose money if it is unable to recover the securities and
the value of collateral held by the Fund, including the value of the investments
made with cash collateral, is less than the value of the securities. Reverse
repurchase agreements also create Fund expenses and require that a Fund have
sufficient cash available to purchase the debt obligations when required.
Reverse repurchase agreements also involve the risk that the market value of the
debt obligation that is the subject of the reverse repurchase agreement could
decline significantly below the price at which a Fund is obligated to repurchase
the security.
•Subsidiary
Investment Risk.
By investing in a Subsidiary, the respective Fund is indirectly exposed to the
risks associated with such Subsidiary’s investments. The derivatives and other
investments held by a Subsidiary are generally similar to those that are
permitted to be held by the respective Fund and are subject to the same risks
that apply to similar investments if held directly by such Fund. A Subsidiary is
not registered under the 1940 Act, and, unless otherwise noted in this
Prospectus, is not subject to all the investor protections of the 1940 Act.
Changes in the laws of the United States and/or the Cayman Islands could result
in the inability of a Fund and/or its respective Subsidiary to continue to
operate as it does currently and could adversely affect such Fund. For example,
the Cayman Islands does not currently impose any income, corporate or capital
gains tax or withholding tax on a Subsidiary. If Cayman Islands law changes such
that a Subsidiary must pay Cayman Islands taxes, the applicable Fund
shareholders would likely suffer decreased investment returns.
•Tax
Risk.
A Fund may gain most of its exposure to the commodities markets through its
investment in its respective Subsidiary, which invests directly in
commodity-linked derivative instruments, including commodities futures and
reverse repurchase agreements. In order for a Fund to qualify as a RIC under
Subchapter M of the Code, such Fund must, among other requirements, derive at
least 90% of its gross income for each taxable year from sources generating
“qualifying income” for purposes of the “qualifying income test,” which is
described in more detail in the section titled “Federal Income Taxes” in the
SAI. A Fund’s investment in its respective Subsidiary is expected to provide
such Fund with exposure to the commodities markets within the limitations of the
federal tax requirements of Subchapter M of the Code for qualification as a RIC.
The “Subpart F” income (defined in Section 951 of the Code to include passive
income, including from commodity-linked derivatives) of a Fund attributable to
its investment in its respective Subsidiary is “qualifying income” to such Fund
to the extent that such income is derived with respect to the applicable Fund’s
business of investing in stock, securities or currencies. A Fund expects its
“Subpart F” income attributable to its investment in its respective Subsidiary
to be derived with respect to the Fund’s business of investing in stock,
securities or currencies and accordingly expects its “Subpart F” income
attributable to its investment in its respective Subsidiary to be treated as
“qualifying income.” A Fund generally will be required to include in its own
taxable income and the “Subpart F” income of its respective Subsidiary for a tax
year, regardless of whether such Fund receives a distribution of its respective
Subsidiary’s income in that tax year, and this income would nevertheless be
subject to the distribution requirement for qualification as a regulated
investment company and would be taken into account for purposes of the 4% excise
tax. The Adviser will carefully monitor a Fund’s investments in its respective
Subsidiary to ensure that no more than 25% of such Fund’s assets are invested in
its respective Subsidiary to comply with the applicable Fund’s asset
diversification test as described in more detail in the SAI.
To
the extent a Fund invests in commodities and certain commodity-linked derivative
instruments directly such Fund will seek to restrict its income from such
instruments that do not generate qualifying income to a maximum of 10% of their
gross income (when combined with its other investments that produce
non-qualifying income) to comply with the qualifying income test necessary for
such Fund to qualify as a RIC under Subchapter M of the Code. However, a Fund
may generate more non-qualifying income than anticipated, may not be able to
generate qualifying income in a particular taxable year at levels sufficient to
meet the qualifying income test, or may not be able to accurately predict the
non-qualifying income from these investments.
The
extent to which a Fund directly or indirectly invests in commodities or
commodity-linked derivatives may be limited by the qualifying income and asset
diversification tests, which such Fund must continue to satisfy to maintain its
status as a RIC.
If
a Fund does not qualify as a RIC for any taxable year and certain relief
provisions are not available, such Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, a
Fund might be required to recognize unrealized gains, pay substantial
taxes
and interest and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Board may determine to
reorganize or close a Fund or materially change such Fund’s investment objective
and strategies. In the event that a Fund fails to qualify as a RIC, such Fund
will promptly notify shareholders of the implications of that failure.
•Valuation
Risk.
A Fund or its respective Subsidiary may hold securities or other assets that may
be valued on the basis of factors other than readily available market
quotations. This may occur because the asset or security does not trade on a
centralized exchange, or in times of market turmoil or reduced liquidity. There
are multiple methods that can be used to value a portfolio holding when market
quotations are not readily available. The value established for any portfolio
holding at a point in time might differ from what would be produced using a
different methodology or if it had been priced using market quotations.
Portfolio holdings that are valued using techniques other than market
quotations, including “fair valued” assets or securities, may be subject to
greater fluctuation in their valuations from one day to the next than if market
quotations were used. The fair value of a Fund’s futures contracts may be
determined by reference, in whole or in part, to the cash market in relevant
commodities. These circumstances may be more likely to occur with respect to
commodities futures contracts than with respect to futures on more traditional
assets.
In
addition, there is no assurance that a Fund or its respective Subsidiary could
sell or close out a portfolio position for the value established for it at any
time, and it is possible that a Fund or its respective Subsidiary would incur a
loss because a portfolio position is sold or closed out at a discount to the
valuation established by such Fund or Subsidiary at that time. The Adviser’s
ability to value investments may be impacted by technological issues or errors
by pricing services or other third-party service providers.
•Volatility
Risk.
The value of certain of a Fund’s investments, including agricultural
commodity-related investments, is subject to market risk. Market risk is the
risk that the value of the investments to which a Fund is exposed will fall,
which could occur due to general market or economic conditions or other factors.
•Whipsaw
Markets Risk.
A Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy
or stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. There are two types of whipsaw patterns. The first involves an upward
movement in a price, which is then followed by a drastic downward move causing
the price to fall relative to its original position. The second type occurs when
a share price drops in value for a short time and then suddenly surges upward to
a positive gain relative to the original position. Such market conditions could
cause substantial losses to a Fund.
PORTFOLIO
HOLDINGS INFORMATION
Information
about each Fund’s daily portfolio holdings is available at www.teucrium.com. A
complete description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement
of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
Teucrium
Investment Advisors, LLC, located at Three Main Street, Suite 215, Burlington,
Vermont 05401, serves as the investment adviser for the Funds. The Adviser,
subject to the general supervision and oversight of the Board, provides an
investment management program for the Funds and manages the day-to-day
investment of the Funds’ assets. The Adviser also arranges for transfer agency,
custody, fund administration, distribution and all other services necessary for
the Funds to operate. The Adviser is an SEC-registered investment adviser wholly
owned by Teucrium Trading, LLC.
The
Adviser continuously reviews, supervises, and administers each Fund’s investment
program. The Board supervises the Adviser and establishes policies that the
Adviser must follow in its day-to-day management activities. For the services it
provides to the Funds, the Adviser is entitled to a unified management fee,
which is calculated daily and paid monthly, at an annual rate based on each
Fund’s average daily net assets as set forth in the table below.
|
|
|
|
|
| |
| Fund |
Management
Fee |
| Agriculture
Strategy No K-1 ETF |
1.49%1 |
| No
K-1 Corn ETF |
1.49%2 |
| 2x
Daily Corn ETF |
1.49%2 |
| No
K-1 Wheat ETF |
1.49%2 |
| 2x
Daily Wheat ETF |
1.49%2 |
| No
K-1 Sugar ETF |
1.49%2 |
| 2x
Daily Sugar ETF |
1.49%2 |
|
|
|
|
|
| |
| Fund |
Management
Fee |
| No
K-1 Soybean ETF |
1.49%2 |
| 2x
Daily Soybean ETF |
1.49%2 |
1 The
Adviser has contractually agreed to a reduction of the Fund’s management fee
from 1.49% to 0.89% of its average daily net assets for successive one-year
periods, currently until at least April 30,
2027.
This agreement may be terminated only by, or with the consent of, the
Board.
2
The
Adviser has contractually agreed to a reduction of the Fund’s management fee
from 1.49% to 0.95% of its average daily net assets for successive one-year
periods, currently until at least April 30, 2027. This agreement may be
terminated only by, or with the consent of, the Board.
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Funds,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act.
A
discussion of the basis for the Board’s approval of the Investment Advisory
Agreement for the 2x Corn ETF, 2x Wheat ETF and Agriculture Strategy No K-1 ETF
is available in the Funds’ most recent Form
N-CSR
filing for the period ended December 31, 2025. A discussion of the basis for the
Board’s approval of the Advisory Agreement for the No K-1 Corn ETF, No K-1 Wheat
ETF, No K-1 Sugar ETF, No K-1 Soybean ETF, 2x Daily Sugar ETF, and 2x Daily
Soybean ETF will be available in the Funds’ first Form N-CSR filing with the
SEC.
Management
of the Subsidiaries
The
Adviser also serves as the investment adviser and has overall responsibility for
the general management and administration of each Subsidiary, pursuant to
separate investment advisory agreements between the Adviser and each Subsidiary.
Under the agreements, the Adviser provides each Subsidiary with the same type of
management, under essentially the same terms, as it provides its respective
Fund, including that the Adviser has agreed to pay all expenses of each
Subsidiary except for the management fee paid to the Adviser pursuant to its
investment management agreement with each Subsidiary, interest charges on any
borrowings, taxes, brokerage commissions and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
acquired fund fees and expenses, accrued deferred tax liability, and
extraordinary expenses. The Adviser has contractually agreed to waive the
management fee it receives from each Fund in an amount equal to the management
fee paid to the Adviser by the respective Subsidiary. The agreement may be
terminated by the Adviser at the conclusion of any one-year term or by the Board
at any time, and when the Adviser ceases to serve as such. Each Subsidiary has
also entered into separate contracts for the provision of custody, transfer
agency, and accounting services with the same service providers that provide
those services to the Funds.
Portfolio
Managers
Springer
Harris, Joran Haugens, and Chris Small are jointly and primarily responsible for
the day-to-day management of the Funds’ portfolios.
Mr.
Harris joined the Adviser in April 2011. He has primary responsibilities for the
Trade Operations for the Teucrium Funds. Prior to 2011, Mr. Harris was an
Account Executive with Emergent Social Media Team at Weber Shandwick, a global
public relations firm. He graduated cum laude with a B.A. in Business
Management.
Mr.
Haugens joined Teucrium Trading, LLC in December of 2022. He has
responsibilities for trade operations and execution for the Teucrium Funds.
Prior to joining the firm, he worked as an account executive at ED&F Man
Capital with a focus on agricultural commodities providing support, information,
research, account management and execution for a wide range of customers. Mr.
Haugens has more than 20 years of experience in execution and is Series 3
certified.
Mr.
Small joined Teucrium Trading, LLC in April of 2025. He is responsible for the
execution and implementation of Teucrium’s growing suite of ETF’s and
contributes to the development of new products in Teucrium’s multi-asset
white-label platform. Prior to joining the firm, he worked as the Director of
Trading at Boston-based asset manager Windham Capital from March 2015 until
December 2024. Mr. Small graduated from Middlebury College in Vermont and
studied economics, premedical coursework, and political science.
The
Funds’ SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts that the Portfolio Managers manage and
the Portfolio Managers’ ownership of Shares.
Other
Service Providers
PINE
Distributors LLC, (the “Distributor”), located at 501 South Cherry Street, Suite
610, Denver, Colorado 80246, serves as distributor and principal underwriter to
the Funds. The Distributor will not distribute Shares in less than whole
Creation Units, and it
does
not maintain a secondary market in the Shares. The Distributor is a
broker-dealer registered under the Securities Exchange Act of 1934 and a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor
has no role in determining the policies of the Funds or the securities that are
purchased or sold by a Fund and is not affiliated with the Adviser or any of its
affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent (as applicable) for the Funds.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1835 Market Street, Suite 310, Philadelphia,
Pennsylvania 19103, serves as the Funds’ independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of the Funds.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Funds’ fair valuation of their
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and their ability
to impose transaction fees on purchases and redemptions of Creation Units to
cover the custodial and other costs incurred by the Funds in effecting trades
help to minimize the potential adverse consequences of frequent purchases and
redemptions.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern Time, each day the
NYSE is open for business. The NAV for a Fund is calculated by dividing the
applicable Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. For example, a
Fund generally values equity securities at their readily available market
quotations. If such information is not available for an investment held by a
Fund or is determined to be unreliable, the investment will be valued by the
Adviser at fair value pursuant to procedures established by the Adviser and
approved by the Board (as described below).
Applicable
federal tax requirements generally limit the degree to which a Fund may invest
in its respective Subsidiary to an amount not exceeding 25% of its total assets.
A Subsidiary prices its portfolio investments pursuant to the same pricing and
valuation methodologies and procedures employed by its respective Fund. A
Subsidiary offers to redeem all or a portion of its shares at the current NAV
per share every day its respective Fund is open for business. The value of
shares of a Subsidiary will fluctuate with the value of such Subsidiary’s
portfolio investments.
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Funds
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is materially affected by events occurring
after the close of the investment’s primary trading market. Generally, when fair
valuing an investment held by a Fund, the Adviser will take into account all
reasonably available information that may be relevant to a particular valuation
including, but not limited to, fundamental analytical data regarding the issuer,
information relating to the issuer’s business, recent trades or offers of the
investment, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the investment. Fair value determinations
are made in good faith and in accordance with the fair value methodologies
established by the Adviser. Due to the subjective and variable nature of
determining the fair value of a security or other investment, there can be no
assurance that the Adviser’s determined fair value will match or closely
correlate to any market quotation that subsequently becomes available or the
price quoted or published by other sources. In addition, a Fund may not be able
to obtain the fair value assigned to an investment if the Fund were to sell such
investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder limit investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in a Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with such
Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Each
Fund intends to pay out dividends, if any, in cash, and distribute any net
realized capital gains to its shareholders at least annually. Each Fund will
declare and pay capital gain distributions, if any, in cash. Distributions in
cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions
to you.
Taxes
The
following discussion is a summary of certain important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
Each
Fund intends to qualify each year for treatment as a RIC within the meaning of
Subchapter M of the Code. If it meets certain minimum distribution requirements,
a RIC is not subject to tax at the fund level on income and gains from
investments that are timely distributed to shareholders. However, a Fund’s
failure to qualify as a RIC or to meet minimum distribution requirements would
result (if certain relief provisions were not available) in fund-level taxation
and, consequently, a reduction in income available for distribution to
shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that a Fund receives in respect of stock of certain foreign
corporations may be qualified dividend income if that stock is readily tradable
on an established U.S. securities market. Corporate shareholders may be entitled
to a dividends received deduction for the portion of dividends they receive from
a Fund that are attributable to dividends received by the Fund from U.S.
corporations, subject to certain limitations. For such dividends to be taxed as
qualified dividend income to a non-corporate shareholder, a Fund must satisfy
certain holding period requirements with respect to the underlying stock and the
non-corporate shareholder must satisfy holding period requirements with respect
to his or her ownership of such Fund’s Shares. Holding periods may be suspended
for these purposes for stock that is hedged. A Fund’s investment strategy will
significantly limit its ability to distribute dividends eligible to be treated
as qualified dividend income or entitled to the dividends received
deduction.
In
the case of corporate shareholders, Fund distributions (other than Capital Gain
Dividends) generally qualify for the dividends received deduction to the extent
such distributions are so reported and do not exceed the gross amount of
qualifying dividends received by the Fund for the year. Generally, and subject
to certain limitations (including certain holding period limitations), a
dividend will be treated as a qualifying dividend if it has been received from a
domestic corporation. Certain of the Funds’ investment strategies will
significantly limit their ability to make distributions eligible for the
dividends received deduction.
A
RIC that receives business interest income may pass through its net business
interest income for purposes of the tax rules applicable to the interest expense
limitations under Section 163(j) of the Code. A RIC’s total “Section 163(j)
Interest Dividend” for a tax year is limited to the excess of the RIC’s business
interest income over the sum of its business interest expense and its other
deductions properly allocable to its business interest income. A RIC may, in its
discretion, designate all or a portion of ordinary dividends as Section 163(j)
Interest Dividends, which would allow the recipient shareholder to treat the
designated portion of such dividends as interest income for purposes of
determining such shareholder’s interest expense deduction limitation under
Section 163(j) of the Code. This can potentially increase the amount of a
shareholder’s interest expense deductible under Section 163(j) of the Code. In
general, to be eligible to treat a Section 163(j) Interest Dividend as interest
income, you must have held your shares in the Fund for more than 180 days during
the 361-day period beginning on the date that is 180 days before the date on
which the share becomes ex-dividend with respect to such dividend. Section
163(j) Interest Dividends, if so designated by the Fund, will be reported to
your financial intermediary or otherwise in accordance with the requirements
specified by the Internal Revenue Service (“IRS”).
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
should note that if you purchase shares just before a distribution, the purchase
price would reflect the amount of the upcoming distribution. In this case, you
would be taxed on the entire amount of the distribution received, even though,
as an economic matter, the distribution simply constitutes a return of your
investment. This is known as “buying a dividend” and should generally be avoided
by taxable investors.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax
consequences
may result if you are a foreign shareholder engaged in a trade or business
within the United States or if a tax treaty applies.
A
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale proceeds paid to any
shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares acquired by purchase will generally be based on the amount
paid for the Shares and then may be subsequently adjusted for other applicable
transactions as required by the Code. The difference between the selling price
and the cost basis of Shares generally determines the amount of the capital gain
or loss realized on the sale or exchange of Shares. Contact the broker through
whom you purchased your Shares to obtain information with respect to the
available cost basis reporting methods and elections for your
account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market their holdings) or on the basis
that there has been no significant change in economic position. APs exchanging
securities should consult their own tax advisor with respect to whether wash
sale rules apply and when a loss might be deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in kind. As a result, a Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Taxation
of the Subsidiaries
There
is, at present, no direct taxation in the Cayman Islands and interest, dividends
and gains payable to a Subsidiary will be received free of all Cayman Islands
taxes. Each Subsidiary is registered as an “exempted company” pursuant to the
Companies Law (as amended). Each Subsidiary expects to obtain an undertaking
from the Governor in Cabinet of the Cayman Islands to the effect that, for a
period of twenty years from the date of the undertaking, no law that thereafter
is enacted in the Cayman Islands imposing any tax or duty to be levied on
profits, income or on gains or appreciation, or any tax in the nature of estate
duty or inheritance tax, will apply to any property comprised in or any income
arising under such Subsidiary, or to the shareholders thereof, in respect of any
such property or income.
Investments
in Complex Securities
A
Fund may gain most of its exposure to the commodities markets through its
investment in its respective Subsidiary, which invests directly in
commodity-linked derivative instruments. A Fund’s investment in its respective
Subsidiary is expected to provide such Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M
of the Code for qualification as a RIC. The “Subpart F” income (defined in
Section 951 of the Code to include passive income, including from
commodity-linked derivatives) of a Fund attributable to its investment in its
respective Subsidiary is “qualifying income” to such Fund to the extent that
such income is derived with respect to such Fund’s business of investing in
stock, securities or currencies. A Fund expects its “Subpart F” income
attributable to its investment in its respective Subsidiary to be derived with
respect to such Fund’s business of investing in stock, securities or currencies
and accordingly expects its “Subpart F” income attributable to its investment in
its respective Subsidiary to be treated as “qualifying income.” The Adviser will
carefully monitor a Fund’s investments in its respective Subsidiary to ensure
that no more than 25% of such Fund’s assets are invested in its respective
Subsidiary.
Certain
of a Fund’s investments, such as investments in commodity-linked derivatives,
when made directly, may not produce qualifying income to such Fund. To the
extent a Fund invests in commodity-linked derivatives, such Fund will seek to
restrict its
income
from such instruments that do not generate qualifying income to a maximum of 10%
of its gross income (when combined with its other investments that produce
non-qualifying income).
In
general, for purposes of ensuring that a Fund’s non-qualifying income does not
exceed 10% of its gross income, income derived from a partnership will be
treated as qualifying income only to the extent such income is attributable to
items of income of the partnership that would be qualifying income if realized
directly by a Fund. However, 100% of the net income derived from an interest in
a “qualified publicly traded partnership” (“QPTP”). In addition, although in
general the passive loss rules of the Code do not apply to RICs, such rules do
apply to a RIC with respect to items attributable to an interest in a
QPTP.
Certain
Funds intend to invest in certain exchange traded products that may be treated
as QPTPs. Income from QPTPs is qualifying income, but a Fund’s investment in one
or more of such QPTPs is limited to no more than 25% of the value of the Fund’s
assets. The Funds will monitor their investments in such QPTPs in order to
ensure compliance with these requirements.
Investments
in QPTPs may require a Fund to accrue and distribute income not yet received. To
generate sufficient cash to make the requisite distributions, a Fund may be
required to sell securities in its portfolio (including when it is not
advantageous to do so) that it otherwise would have continued to hold. A Fund’s
investments in QPTPs may at other times result in the Fund’s receipt of
nontaxable cash distributions from a QPTP and if the Fund then distributes these
nontaxable distributions to Fund shareholders, it could constitute a return of
capital to Fund shareholders for federal income tax purposes. Any cash
distributions received by a Fund from a QPTP in excess of the Fund’s tax basis
therein generally will be considered to be gain from the sale or exchange of the
Fund’s QPTP shares. A Fund’s tax basis in its investments in a QPTP generally is
equal to the amount the Fund paid for its interests in the QPTP (i) increased by
the Fund’s allocable share of the QPTP’s net income and certain QPTP debt, if
any, and (ii) decreased by the Fund’s allocable share of the QPTP’s net losses
and distributions received by the Fund from the QPTP.
“Qualified
publicly traded partnership income” within the meaning of Section 199A(e)(4) of
the Code is eligible for a 20% deduction by non-corporate taxpayers. “Qualified
publicly traded partnership income” is generally income of a “publicly traded
partnership” (within the meaning of Section 7704 of the Code) that is not
treated as a corporation for U.S. federal income tax purposes (pursuant to
Section 7704(c) of the Code) with respect to such entity’s qualified trade or
business, but does not include certain investment income. A “publicly traded
partnership” for purposes of this deduction is not necessarily the same as a
QPTP, as defined above. This deduction, if allowed in full, equates to a maximum
effective tax rate of 29.6% (37% top rate applied to income after 20%
deduction). RICs, such as the Funds, are not permitted to pass the special
character of this income through to their shareholders. Direct investors in
entities that generate “qualified publicly traded partnership income” will enjoy
the lower rate, but investors in RICs that invest in such entities will
not.
If
a Fund fails to qualify as a RIC and to avail itself of certain relief
provisions, it would be subject to tax at the regular corporate rate without any
deduction for distributions to shareholders, and its distributions would
generally be taxable as dividends. Please see the SAI for a more detailed
discussion, including the availability of certain relief provisions for certain
failures by a Fund to qualify as a RIC.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Taxes
The
Funds invest in foreign securities. Interest and other income received by a Fund
with respect to foreign securities may give rise to withholding and other taxes
imposed by foreign countries. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If as of the close of a
taxable year more than 50% of the value of a Fund’s assets consists of certain
foreign stock or securities, each such Fund will be eligible to elect to “pass
through” to investors the amount of foreign income and similar taxes (including
withholding taxes) paid by such Fund during that taxable year. This means that
investors would be considered to have received as additional income their
respective shares of such foreign taxes but may be entitled to either a
corresponding tax deduction in calculating taxable income, or, subject to
certain limitations, a credit in calculating federal income tax. If a Fund does
not so elect, each such Fund will be entitled to claim a deduction for certain
foreign taxes incurred by such Fund. A Fund (or a financial intermediary, such
as a broker, through which a shareholder owns Shares) will notify you if it
makes such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.teucrium.com.
ADDITIONAL
NOTICES
The
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is
not responsible for, nor has it participated in the determination of, the
timing, prices, or quantities of Shares to be issued, nor in the determination
or calculation of the equation by which Shares are redeemable. The Exchange has
no obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of the Shares or any member of the public regarding the advisability
of investing in securities generally or in a Fund particularly.
FINANCIAL
HIGHLIGHTS
The
following financial highlights table shows the financial performance information
for the life of the 2x Corn ETF, 2x Wheat ETF and Agriculture Strategy No K-1
ETF. Certain information reflects financial results for a single share of a
Fund. The total returns in the table represent the rate that you would have
earned or lost on an investment in a Fund (assuming you reinvested all
distributions). This information has been audited by Cohen & Company, Ltd.,
the independent registered public accounting firm of the Funds, whose report,
along with each Fund’s financial statements, is included in the Funds’ most
recent Form
N-CSR,
which is available upon request and can be found on the SEC’s website. Financial
information is not available for Funds that have not commenced operations prior
to the date of this Prospectus.
TEUCRIUM
AGRICULTURAL STRATEGY NO K-1 ETF
CONSOLIDATED
FINANCIAL HIGHLIGHTS
For
a Share Outstanding Throughout Each Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Year
Ended December 31, 2025 |
|
Period
Ended
December
31, 2024(a) |
| Year
Ended April 30, 2024 |
|
Period
Ended April 30,
2023(b) |
| PER
SHARE DATA: |
|
|
|
|
|
| |
| Net
asset value, beginning of period |
$18.59 |
|
| $21.24 |
|
| $34.80 |
|
| $40.00 |
|
|
|
|
|
|
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
|
|
|
| |
|
Net
investment income(c) |
0.56 |
|
| 0.52 |
|
| 1.31 |
|
| 0.85 |
|
|
Net
realized and unrealized loss on investments(d) |
(1.63) |
|
| (2.70) |
|
| (3.50) |
|
| (5.79) |
|
|
Total
from investment operations
|
(1.07) |
|
| (2.18) |
|
| (2.19) |
|
| (4.94) |
|
|
|
|
|
|
|
|
| |
| LESS
DISTRIBUTIONS FROM: |
|
|
|
|
|
| |
| Net
investment income |
(0.83) |
|
| (0.47) |
|
| (11.37) |
|
| (0.26) |
|
|
Total
distributions
|
(0.83) |
|
| (0.47) |
|
| (11.37) |
|
| (0.26) |
|
|
Net
asset value, end of period
|
$16.69 |
|
| $18.59 |
|
| $21.24 |
|
| $34.80 |
|
|
Total
return(e) |
-5.83 |
% |
| -10.19 |
% |
| -7.50 |
% |
| -12.37 |
% |
|
|
|
|
|
|
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
| |
| Net
assets, end of period (in thousands) |
$2,712 |
|
| $4,183 |
|
| $2,389 |
|
| $86,118 |
|
| Ratio
of expenses to average net assets: |
|
|
|
|
|
| |
|
Before
expense reimbursement(f) |
1.56 |
% |
| 1.56 |
% |
| 1.58 |
% |
| 1.58 |
% |
|
After
expense reimbursement(f) |
0.89 |
% |
| 0.89 |
% |
| 0.89 |
% |
| 0.94 |
% |
|
Ratio
of net investment income to average net assets(f) |
3.08 |
% |
| 3.91 |
% |
| 3.99 |
% |
| 2.56 |
% |
|
Portfolio
turnover rate(e) |
0 |
% |
| 0 |
% |
| 0 |
% |
| 0 |
% |
(a)Effective
December 31, 2024, the Fund changed its fiscal year end from April 30 to
December 31.
(b)The
Fund commenced operations on May 16, 2022.
(c)Net
investment income per share has been calculated based on average shares
outstanding during the periods.
(d)Realized
and unrealized gains and losses per share in the caption are balancing amounts
necessary to reconcile the change in net asset value per share for the periods,
and may not reconcile with the aggregate gains and losses in the Consolidated
Statements of Operations due to share transactions for the periods.
(e)Not
annualized for periods less than one year.
(f)Annualized
for periods less than one year.
TEUCRIUM
2X DAILY CORN ETF
CONSOLIDATED
FINANCIAL HIGHLIGHTS
For
a Share Outstanding Throughout the Period
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Year
Ended December 31, 2025 |
|
Period
Ended
December
31, 2024(a) |
| PER
SHARE DATA: |
|
| |
| Net
asset value, beginning of period |
$26.69 |
|
| $25.00 |
|
|
|
|
| |
| INVESTMENT
OPERATIONS: |
|
| |
|
Net
investment income(b) |
0.68 |
|
| 0.04 |
|
|
Net
realized and unrealized gain (loss) on investments(c) |
(7.47) |
|
| 1.69 |
|
|
Total
from investment operations
|
(6.79) |
|
| 1.73 |
|
|
|
|
| |
| LESS
DISTRIBUTIONS FROM: |
|
| |
| Net
investment income |
(0.64) |
|
| (0.04) |
|
|
Total
distributions
|
(0.64) |
|
| (0.04) |
|
|
Net
asset value, end of period
|
$19.26 |
|
| $26.69 |
|
|
Total
return(d) |
-25.78 |
% |
| 6.89 |
% |
|
|
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| |
| Net
assets, end of period (in thousands) |
$770 |
|
| $2,135 |
|
| Ratio
of expenses to average net assets: |
|
| |
|
Before
expense reimbursement(e) |
1.71 |
% |
| 1.70 |
% |
|
After
expense reimbursement(e) |
0.95 |
% |
| 0.95 |
% |
|
Ratio
of net investment income to average net assets(e) |
2.87 |
% |
| 3.13 |
% |
|
Portfolio
turnover rate(d) |
0 |
% |
| 0 |
% |
(a)The
Fund commenced operations on December 12, 2024.
(b)Net
investment income per share has been calculated based on average shares
outstanding during the periods.
(c)Realized
and unrealized gains and losses per share in the caption are balancing amounts
necessary to reconcile the change in net asset value per share for the periods,
and may not reconcile with the aggregate gains and losses in the Consolidated
Statements of Operations due to share transactions for the periods.
(d)Not
annualized for periods less than one year.
(e)Annualized
for periods less than one year.
TEUCRIUM
2X DAILY WHEAT ETF
CONSOLIDATED
FINANCIAL HIGHLIGHTS
For
a Share Outstanding Throughout the Period
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Year
Ended December 31, 2025 |
|
Period
Ended
December
31, 2024(a) |
| PER
SHARE DATA: |
|
| |
| Net
asset value, beginning of period |
$24.34 |
|
| $25.00 |
|
|
|
|
| |
| INVESTMENT
OPERATIONS: |
|
| |
|
Net
investment income(b) |
0.58 |
|
| 0.04 |
|
|
Net
realized and unrealized loss on investments(c) |
(9.68) |
|
| (0.67) |
|
|
Total
from investment operations
|
(9.10) |
|
| (0.63) |
|
|
|
|
| |
| LESS
DISTRIBUTIONS FROM: |
|
| |
| Net
investment income |
(0.52) |
|
| (0.03) |
|
|
Total
distributions
|
(0.52) |
|
| (0.03) |
|
|
Net
asset value, end of period
|
$14.72 |
|
| $24.34 |
|
|
Total
return(d) |
-37.91 |
% |
| -2.51 |
% |
|
|
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| |
| Net
assets, end of period (in thousands) |
$589 |
|
| $1,947 |
|
| Ratio
of expenses to average net assets: |
|
| |
|
Before
expense reimbursement(e) |
1.79 |
% |
| 1.77 |
% |
|
After
expense reimbursement(e) |
0.95 |
% |
| 0.95 |
% |
|
Ratio
of net investment income to average net assets(e) |
2.77 |
% |
| 2.97 |
% |
|
Portfolio
turnover rate(d) |
0 |
% |
| 0 |
% |
(a)The
Fund commenced operations on December 12, 2024.
(b)Net
investment income per share has been calculated based on average shares
outstanding during the periods.
(c)Realized
and unrealized gains and losses per share in the caption are balancing amounts
necessary to reconcile the change in net asset value per share for the periods,
and may not reconcile with the aggregate gains and losses in the Consolidated
Statements of Operations due to share transactions for the periods.
(d)Not
annualized for periods less than one year.
(e)Annualized
for periods less than one year.
Teucrium
Agricultural Strategy No K-1 ETF
Teucrium
No K-1 Corn ETF
Teucrium
2x Daily Corn ETF
Teucrium
No K-1 Wheat ETF
Teucrium
2x Daily Wheat ETF
Teucrium
No K-1 Sugar ETF
Teucrium
2x Daily Sugar ETF
Teucrium
No K-1 Soybean ETF
Teucrium
2x Daily Soybean ETF
|
|
|
|
|
|
|
|
|
|
|
| |
|
Adviser |
Teucrium
Investment Advisors, LLC
Three
Main Street, Suite 215
Burlington,
Vermont 05401 |
Distributor |
PINE
Distributors LLC
501
South Cherry Street, Suite 610
Denver,
Colorado 80246 |
| Transfer
Agent, Index Receipt Agent, and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank, N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
| Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1835
Market Street, Suite 310
Philadelphia,
Pennsylvania 19103 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about a Fund in the following documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of each Fund and
certain other additional information. The SAI is on file with the SEC and is
incorporated herein by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports and Form N-CSR: Additional
information about each Fund’s investments will be available in the Funds’ Annual
and Semi-Annual Reports to shareholders and in Form N-CSR. In the Annual Report,
when available, you will find a discussion of the market conditions and
investment strategies that significantly affected a Fund’s performance during
its last fiscal year. In Form N-CSR, you will find each Fund’s annual and
semi-annual financial statements.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by calling 1-800-617-0004.
Shareholder
reports and other information about the Funds also are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•Free
of charge from the Funds’ website at www.teucrium.com; or
(SEC
Investment Company Act File No. 811-23226)