DISTRIBUTION SERVICES AGREEMENT
Exhibit 10.8
SIXTH AMENDMENT
TO AMENDED AND RESTATED
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.
By:
____/s/
Xxxxxxx Cowan____________
Xxxxxx Xxxxx,
President
TEUCRIUM
TRADING, LLC
By:
__/s/_Sal
Gilbertie________________
Name: Xxx
Xxxxxxxxx
Tile: CEO
By:
__/s/_Cory
Xxxxxx-Rusin___________
Name: Xxxx
Xxxxxx-Xxxxx
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.
