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April
26, 2018
VIA EDGAR TRANSMISSION
Mr. Coy
Garrison
Division of Corporation
Finance
U.S. Securities and Exchange
Commission
100 F Street,
N.E.
Washington, DC
20549
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Re:
Teucrium Commodity
Trust
Teucrium Corn
Fund
Post-Effective
Amendment No. 3 Filed on Form S-1 (File Nos.
333-210010)
Teucrium Wheat
Fund
Post-Effective
Amendment No. 2 Filed on Form S-1 (File No.
333-212481)
Dear Mr.
Garrison:
On behalf of Teucrium Commodity
Trust (the “Registrant”), we are responding to the
comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) provided to
us telephonically on April 24, 2018 with regard to Post-Effective
Amendment No. 3 filed with the Commission on Form S-1 on April 20,
2018 with respect to Teucrium Corn Fund (File No. 333-210010) and
Post-Effective Amendment No. 2 filed with the Commission on Form
S-1 on April 20, 2018 with respect to Teucrium Wheat Fund (File No.
333-212481) (each, a “Post-Effective Amendment” and,
together, the “Post-Effective
Amendments”).
For ease of reference, the
Staff’s comment is set forth below, followed by the
Registrant’s response.
Capitalized terms used but not
otherwise defined herein have the meanings set forth in the
prospectus.
Comment:
The
prospectus contains disclosure, under the sub-heading
“Governing Law. Consent to Delaware Jurisdiction,”
stating that “[t]he Sponsor, the Trust, the Fund and DTC and,
by accepting Shares, each DTC Participant and each Shareholder,
consent to the jurisdiction of the courts of the State of Delaware
and any federal courts located in Delaware.” Please add a
risk factor related to this “exclusive forum”
disclosure. The risk factor should contain the following elements:
(1) disclose the impact of such exclusive forum on the rights of
Shareholders; (2) describe the reason that the exclusive forum was
adopted; and (3) address the enforceability of such exclusive forum
provision under Delaware law.
Response:
In
considering the Staff’s comment, we have reviewed the
Registrant’s Trust Agreement and also have reviewed the trust
agreements of other exchange traded funds registered under the
Securities Act of 1933, as amended, which contain explicit
“exclusive forum” provisions. After completing such
review, the Registrant noted that its Trust Agreement does not
contain any explicit “exclusive forum”
provisions.
As a result, the Registrant has
revised the prospectus to remove the references to the exclusive
forum and to conform the prospectus disclosure to the Trust
Agreement, as indicated in the blackline below. In addition, the
Registrant has amended the Table of Contents to reflect the change
in the title of the sub-heading.
As a result of this revision, the
Registrant believes that a risk factor related to exclusive forum
is inapplicable.
Governing Law. Consent to
Delaware Jurisdiction
The rights of the Sponsor, the
Trust, the Fund, DTC (as registered owner of the Fund’s
global certificate for Shares) and the Shareholders are governed by
the laws of the State of Delaware, except with respect to causes of
action for violations of U.S. federal or state securities laws. The
Trust Agreement and the effect of every provision thereof shall
control over any contrary or limiting statutory or common law of
the State of Delaware, other than the Delaware Trust
Statute. The
Sponsor, the Trust, the Fund and DTC and, by accepting Shares, each
DTC Participant and each Shareholder, consent to the jurisdiction
of the courts of the State of Delaware and any federal courts
located in Delaware. Such consent is not required for any person to
assert a claim of Delaware jurisdiction over the Sponsor, the Trust
or the Fund.
We understand that the
Staff’s comment was made with respect to the Post-Effective
Amendments. However, the Registrant also has made conforming
changes to Pre-Effective Amendment No. 1 filed with the Commission
on Form S-1 on April 20, 2018 with respect to Teucrium Agricultural
Fund (File No. 333-223943), Pre-Effective Amendment No. 1 filed
with the Commission on Form S-1 on April 20, 2018 with respect to
Teucrium Soybean Fund (File No. 333-223940), and Pre-Effective
Amendment No. 1 filed on Form S-1 on April 20, 2018 with respect to
Teucrium Sugar Fund (File No. 333-223941) (each a
“Pre-Effective Amendment”). Thus, references in this
letter to “the prospectus” should be understood as
referring to the applicable Pre-Effective Amendment or
Post-Effective Amendment.
Very truly
yours,
W. Thomas
Conner
Shareholder*
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