Exhibit 10.6


 


THIRD AMENDMENT TO


AMENDED AND RESTATED

DISTRIBUTION SERVICES AGREEMENT


 


This Third Amendment




(the “Amendment”) to the Amended
and Restated Distribution Services Agreement (the “Distribution Services Agreement”) dated as of November 17, 2010
and amended as of May 25, 2011 and October 1, 2011 by and among Teucrium Trading, LLC (the “Sponsor”), Teucrium Commodity
Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of April 22, 2013 (the
“Effective Date”).


 


WHEREAS, the Sponsor, the Trust and Foreside
desire to amend the Distribution Services Agreement to update Exhibit B;


 


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.        Exhibit B to the Distribution Services Agreement is hereby
deleted and replaced in its entirety as provided on Schedule 1 hereto.


 


2.        Except as expressly amended hereby, all of the provisions
of the Distribution Services Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth
herein.


 


3.        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	TEUCRIUM TRADING, LLC
	 	 	 	 
	By:	/s/ Mark Fairbanks	By:	/s/ Dale Riker
	 	Mark Fairbanks, President	 	 
	 	 	Name:	Dale Riker
	 	 	 	 
	 	 	Title:	CEO
	 	 	 	 
	 	 	 	 
	TEUCRIUM COMMODITY TRUST 
	 	 	 	 
	By:	/s/ Dale Riker	 	 
	 	 	 	 
	Name:	Dale Riker	 	 
	 	 	 	 
	Title:	CEO	 	 




    	127



    	 



    



EXHIBIT B


Fee Schedule


 


 


	One-Time Fees	Rate
	 	 
	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:


 


 


		NAGS:	$211,800 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the
Fund has a constant $1 billion in average net assets over the first two years of distribution.



 


		CRUD:	$156,040 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the
Fund has a constant $750 million in average net assets over the first two years of distribution.



 


		CORN:	$329,820 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the
Fund has a constant $1 billion 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.



 


 


Out-Of-Pocket and Related Expenses


 


The Adviser shall also reimburse Distributor for reasonable out-of-pocket
and ancillary expenses incurred in the provision of services pursuant to this Agreement, including but not limited to the following:
sales






    	128



    	 



    

and advertising review, communications; postage and delivery services; record storage and retention; reproduction; reasonable
travel expenses incurred in connection with the provision of the services pursuant to the Distribution Services Agreement; and
any other expenses incurred in connection with the provision of the services pursuant to this Agreement.


 


Maximum out-of-pocket expenses to be received by Foreside
per Fund over the two years of each offering:


 


		NAGS:	$6,000 sales & advertising FINRA filing fees



 


		CRUD:	$6,000 sales & advertising FINRA filing fees



 


		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



 


		TAGS:	$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.




    	129