Sixth Amendment to Amended and Restated Distribution Services Agreement

Contract Categories: Business Operations - Distribution Agreements
EX-10.8 4 exhibit_108.htm MATERIAL CONTRACTS exhibit_108
 Exhibit 10.8
 
SIXTH AMENDMENT TO AMENDED AND RESTATED
DISTRIBUTION SERVICES AGREEMENT
 
 
This sixth amendment (the “Amendment”) to the Amended and Restated Distribution Agreement (the “Agreement”) dated as of November 17, 2010, by and among Teucrium Trading, LLC (the “Sponsor”), Teucrium Commodity Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of ___July 6, 2022______, 2022 (the “Effective Date”).
 
 
WHEREAS, the Sponsor, the Trust and Foreside (the “Parties”) desire to amend the Agreement to reflect an updated list of Funds; and
 
WHEREAS, the Parties desire to amend the Agreement to reflect an updated Fee Schedule; and
 
WHEREAS, pursuant to Section 8(b) of the Agreement, no provisions may be changed, waived, discharged or terminated except by an instrument in writing and signed by the Parties.
 
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:
 
1.
Exhibit A to the Agreement is hereby deleted and replaced in its entirety by the Exhibit A attached hereto.  
 
2.
Exhibit B to the Agreement is hereby deleted and replaced in its entirety by the Exhibit B attached hereto. 
 
3.
Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein. 
 
4.
This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware. 

 
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.
 
 
FORESIDE FUND SERVICES, LLC                                                                                                   
 By:    ____/s/ Theresa Cowan____________
                  Teresa Cowan, President
 
 
 TEUCRIUM TRADING, LLC
 
  By:    __/s/_Sal Gilbertie________________
  Name:    Sal Gilbertie
  Tile:       CEO

 
TEUCRIUM COMMODITY TRUST
 
  By:    __/s/_Cory Mullen-Rusin___________
  Name:    Cory Mullen-Rusin
  Tile:       CFO
 
 
 
 
 
 
                                                          
EXHIBIT A
Teucrium Corn Fund
Teucrium Soybean Fund  
Teucrium Sugar Fund
Teucrium Wheat Fund
Teucrium Water Fund
Hashdex Bitcoin Futures ETF
 
 
 
 
 
 
 
 
 
 
                                                                    EXHIBIT B
                                            Fee Schedule*
 
Fixed Fee
Rate
 
Base Fee
 
$100,000 per annum, calculated and billed monthly
 
Asset-Based Fee
Rate
 
Basis point fee on all assets under management for Funds listed in Exhibit A
 
One basis point (0.01%) per annum on the total average net assets of the Funds listed in Exhibit A. Such fee to be calculated and billed monthly.
 
 
The maximum fees to be received by Foreside per Fund over the two years of each Offering:
 
CORN: 
$370,000 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has $1,201,888,182 in average net assets over the first two years of distribution.
 
SOYBEAN: 
$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.
 
SUGAR: 
$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.
 
WHEAT: 
$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.
 
WATER: 
$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.
 
BITCOIN: 
$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.
 
 
Out-Of-Pocket and Related Expenses
 
The Adviser shall also reimburse Distributor for all FINRA filing fees related to Distributor’s review of sales and advertising materials for the each Fund.
 
 
Maximum out-of-pocket expenses to be received by Foreside per Fund over the two years of each offering:
 
 
CORN:                 
$6,000 sales & advertising FINRA filing fees
SOYBEAN:          $6,000 sales & advertising FINRA filing fees
SUGAR:               $6,000 sales & advertising FINRA filing fees
WHEAT:               $6,000 sales & advertising FINRA filing fees
WATER:               $6,000 sales & advertising FINRA filing fees
BITCOIN:            $6,000 sales & advertising FINRA filing fees

 
Sales and advertising FINRA filing fees are Issuer Costs as defined pursuant to FINRA Rule 2310(b)(4)(C) and are not considered part of the Distributor’s underwriting compensation.