September
7, 2021
VIA EDGAR SUBMISSION
EDGAR
Operations Branch
Division
of Corporation Finance
U.S.
Securities & Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
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Re:
Teucrium Commodity
Trust
Teucrium Bitcoin
Futures Fund
Pre-Effective
Amendment to Registration Statement on Form S-1 (File No.
333-256339)
Dear
Sir or Madam:
On behalf
of Teucrium Bitcoin Futures Fund (the “Fund”), a series
of the Teucrium Commodity Trust (the “Trust”), we are
transmitting electronically for filing the Trust’s
Pre-Effective Amendment No. 1 to its Registration Statement on Form
S-1 for the Fund under the Securities Act of 1933, as amended (the
“Act”). The Registration Statement relates to the
issuance of common shares of the
Fund.
The
Fund is a series of Teucrium Commodity Trust
(‘‘Trust’’),
a Delaware statutory trust managed and controlled by Teucrium
Trading, LLC (“Teucrium Trading”) for over 10 years.
Four other series of the Trust also invest in futures contracts.
Teucrium is registered as a commodity pool operator and a commodity
trading adviser with the Commodity Futures Trading Commission and
is a member of the National Futures Association.
The
Fund’s investment objective is to have the daily changes in
the net asset value of its shares reflect the daily changes in the
price of a specified benchmark. The benchmark is the average of the
closing settlement prices for certain first to expire and second to
expire bitcoin futures contracts listed on the Chicago Mercantile
Exchange (“CME”). Under normal market
conditions, the Fund will invest in bitcoin futures contracts and
in cash and cash equivalents.
We believe it is important to note
for the Staff that since December 30, 2020 there have been a
series of registration statements filed on Form S-1 for
exchange-traded products (“ETPs”) that provide exposure to
bitcoin. The Fund is one of these and would provide exposure to
bitcoin by investing in bitcoin futures contracts traded on the
CME. As of the date of this letter, the Fund is the only
futures based bitcoin ETP in registration and with a pending
listing application required under Section 19b-2 of the Securities
Exchange Act of 1934 (the “1934 Act”) and Rules 19b-4
thereunder (together, “Rule
19b-4”). The remainder of the bitcoin ETPs provide
exposure to bitcoin by investing directly in bitcoin.
On August 11, 2021, two sponsors of
exchange-traded funds (“ETFs”) filed post-effective
amendments on Form N-1A to register a bitcoin futures-based
exchange-traded fund (ETF”). Other similar filings on Form
N-1A have followed. Unless these recent new filings are withdrawn
or delayed by the filing of a delaying amendment, these
post-effective amendments will go effective automatically within 75
days after filing. Moreover, ETFs that comply with Rule 6c-11 under
the Investment Company Act of 1940 (the “1940 Act”) (which presumably these
funds do) are not required to file listing applications for listing
authority under Rule 19b-4 because of applicable listing exchange
rules.
The
Fund, as an ETP, is
required to go through the 19b-4 listing approval process. Because
Teucrium will be at a severe and inequitable competitive
disadvantage if it is subjected to a 240 day review process
(increasingly common for certain ETPs), while bitcoin ETFs are
subject to a 75 day review process, Teucrium Trading submitted a
comment letter to the Commission dated September 1, 2021 asking
that the Commission review and approve its 19b-4 listing
application within 45 days of publication of the notice for the
application (File No.
SR-NYSEArca-2021-53).
The
Fund will also be required to have its registration statement
declared effective to commence offering its shares. We urge Staff
members of the Division of Corporation Finance (who will review the
Fund’s registration statement) to coordinate with the Staff
of the Division of Trading and Markets (who are reviewing the
Fund’s listing application), to review the Fund’s
pre-effective amendment filed herewith and provide comments at its
earliest convenience.
Please
do not hesitate to contact the undersigned at (202) 312-3331 or
John Sanders at (202) 312-3332 with questions or
comments.
Very
truly yours,
Shareholder
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WTC/JMS
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Vedder
Price P.C. is affiliated with Vedder Price LLP, which operates in
England and Wales, Vedder Price (CA), LLP, which operates in
California, and Vedder Price Pte. Ltd., which operates in
Singapore.
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