Exhibit 10.5

    
 

    TRANSFER
AGENCY AND SERVICE AGREEMENT

     

    AGREEMENT
made as of January __, 2010, by and between Teucrium Commodity Trust, a Delaware
statutory trust, having its principal office and place of business at 232 Hidden
Lake Road, Building A, Brattleboro, VT 05301 (the “Trust”) and THE BANK OF NEW
YORK MELLON, a New York state chartered bank subject to regulation by the Board
of Governors of the Federal Reserve System and the New York State Banking
Department having its principal office and place of business at One Wall Street,
New York, New York 10286 (the “Bank”).

     

    WHEREAS,
the Trust, through its designated agents, will issue for purchase and redeem
shares of the Trust’s series only in aggregations of shares known as “Creation
Units” (currently 100,000 shares) (each a “Creation Unit”);

     

    WHEREAS,
The Depository Trust Company, a limited purpose trust company organized under
the laws of the State of New York (“DTC”), or its nominee (Cede & Co.), and
Teucrium Trading, LLC, the sponsor of the Trust which owns of record a nominal
number of shares, will be the initial record or registered owners (the
“Shareholders”) of all shares;

     

    WHEREAS,
the Trust desires to appoint the Bank as its transfer agent, dividend disbursing
agent, and agent in connection with certain other activities, and the Bank
desires to accept such appointment;

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

     

    
      	
              1.

            	
              Terms
      of Appointment; Duties of the Bank

            


    

     

    1.1
Subject to the terms and conditions set forth in this Agreement, the Trust,
hereby employs and appoints the Bank to act as, and the Bank agrees to act as
its transfer agent for the authorized and issued shares of beneficial interest,
no par value per share (“Shares”) of the Teucrium Corn Fund (the “Fund”), the
sole existing series of the Trust, and as the Fund’s dividend disbursing
agent.

     

    1.2 The
Bank agrees that it will perform the following services:

     

    (a)   In
accordance with the terms and conditions of the form of Participant Agreement,
attached hereto as Exhibit A, the Bank shall:

     

    (i)        Perform
and facilitate the performance of purchases and redemptions of Creation Units as
set forth in the procedural annex or handbook appended to the Authorized
Purchaser Agreement with the person or entity making the purchase or
redemption;

     

    (ii)       Prepare
and transmit by means of DTC’s book-entry system payments for dividends and
distributions declared by the Trust;

     

    (iii)      Maintain
the record of the names and addresses of the Shareholders and the number of
Shares issued by the Fund and held by the Shareholders;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iv)     Record
the issuance of Shares of the Fund and maintain a record of the total number of
Shares of the Fund, and, which are authorized, based upon data provided to it by
the Trust.  The Bank shall have no obligation, when recording the
issuance of Shares, to monitor the number of such Shares that have been issued
for purposes of any laws relating to the registration, issue or sale of such
Shares, which functions shall be the sole responsibility of the
Trust.

     

    (v)      Prepare
and transmit to the Trust and to any applicable securities exchange (as
specified to the Bank by the Trust) information with respect to purchases and
redemptions of Shares;

     

    (vi)     On
days that the Trust may accept orders for purchases or redemptions, calculate
and transmit within the Bank and to the Trust the number of outstanding
Shares;

     

    (vii)    On
days that the Trust may accept orders for purchases or redemptions (pursuant to
the Participant Agreement), transmit within the Bank and to the Trust and DTC
the amount of Shares purchased on such day;

     

    (viii)   Confirm
to DTC the number of Shares issued to it or its nominee, as DTC may reasonably
request;

     

    (ix)      Extend
the voting rights to the Shareholders and/or beneficial owners of Shares in
accordance with the policies and procedures of DTC for book-entry only
securities;

     

    (x)       Maintain
those books and records of the Fund specified by the Trust in Schedule A
attached hereto; and

     

    (xi)      Prepare
a monthly report of all purchases and redemptions during such month on a gross
transaction basis.  The monthly report shall show the counterparty and
amount of each purchase on a daily basis and the net number of Shares either
redeemed or created for such Business Day.

     

    (b)   In
addition to and neither in lieu nor in contravention of the services set forth
in the above paragraph (a), the Bank shall: perform the customary services of a
transfer agent and dividend disbursing agent including but not limited to:
maintaining the accounts of the Shareholders, obtaining a list of DTC
participants holding interests in the Fund’s Global Certificate issued to DTC at
the request of the Trust, mailing proxy materials, shareholder reports and
prospectuses to the Shareholders or DTC participants or beneficial owners of
Shares at the request of the Trust and those services set forth on Schedule A
attached hereto.

     

    (c)   The
following shall be delivered to DTC for delivery to beneficial owners in
accordance with the procedures for book-entry only securities of
DTC:

     

    (i)       Periodic reports of the Trust required under the Securities Exchange Act of 1934, as
amended;

     

    (ii)      Proxies,
proxy statements and other proxy soliciting materials;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii)     Prospectus
and amendments and supplements to the prospectus, including stickers;
and

     

    (iv)     Other
communications as may be required by law or reasonably requested by the
Trust.

     

    (d)   If
the Shares are represented by individual Certificates, the Bank shall perform
the services agreed to in writing by the Bank and the Trust.

     

    (e)   The
Bank shall provide additional services (if any) on behalf of the Fund (e.g.,
escheatment services) which may be agreed upon in writing between the Trust and
the Bank.

     

    (f)    Series
of the Trust established in the future (“Future Funds”) may be provided services
under this Agreement as may be agreed upon in writing between the Trust and the
Bank, and the Trust and the Bank will have such obligations as to any such
Future Fund as they have with respect to the Fund.

    


    (g)   Upon
receipt of the Trust’s written consent (which shall not be unreasonably
withheld), the Bank may delegate any of its duties and obligations hereunder to
the Fund to any delegee or agent whenever and on such terms and conditions as it
deems necessary or appropriate.  Notwithstanding the foregoing, the
Fund’s consent shall not be required for any such delegation to any other
subsidiary of The Bank of New York Mellon Corporation (hereinafter, a “Bank
Affiliate”) notwithstanding the domicile of such Bank Affiliate.

     

    
      	
              2.

            	
              Fees
      and Expenses

            


    

     

    2.1 The
Bank shall receive such consideration for the Transfer Agent’s services provided
pursuant to this Agreement as may be agreed to from time to time in a written
fee schedule approved by the parties and attached hereto. 

     

    2.2 In
addition to the fee paid under Section 2.1 above, the Trust agrees that the Fund
will reimburse the Bank for out-of-pocket expenses, including but not limited to
postage, forms, telephone, microfilm, microfiche, tabulating proxies, records
storage, or advances incurred by the Bank for the items set out from
time-to-time in the written fee schedule approved by the parties and attached
hereto or relating to dividend distributions and reports (whereas all expenses
related to creations and redemptions of Fund securities shall be borne by the
relevant authorized participant in such creations and
redemptions).  In addition, any other out-of-pocket expenses incurred
by the Bank with the prior consent of the Trust will be reimbursed by the
Fund.

     

    2.3 The
Trust agrees that the Fund will pay all fees and reimbursable expenses within
ten business days following the receipt of the respective billing notice
accompanied by supporting documentation, as appropriate.  Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Bank by the Fund at least seven
(7) days prior to the mailing date of such materials.

     

    
      	
              3.

            	
              Representations
      and Warranties of the Bank

            


    

     

    3.1 The
Bank represents and warrants to the Trust that:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    It is a
banking company duly organized and existing and in good standing under the laws
of the State of New York.

     

    It is
duly qualified to carry on its business in the State of New York and in each
other jurisdiction where the provision of services hereunder requires such
qualification.

     

    It is
empowered under applicable laws and by its Charter and By-Laws to act as
transfer agent and dividend disbursing agent and to enter into and perform this
Agreement.

     

    All
requisite corporate proceedings have been taken to authorize it to enter into
and perform this Agreement.

     

    It has
and will continue to have access to the necessary facilities, equipment and
personnel to perform its duties and obligations under this
Agreement.

     

    
      	
              4.

            	
              Representations
      and Warranties of the Trust

            


    

     

    4.1 The
Trust represents and warrants to the Bank that:

     

    It is a
statutory trust duly organized and existing and in good standing under the laws
of Delaware.

     

    It is
empowered under applicable laws and by its Amended and Restated Declaration of
Trust and Trust Agreement (the “Trust Agreement”) to enter into and perform this
Agreement.

     

    All
corporate proceedings required by said Trust Agreement have been taken to
authorize it to enter into and perform this Agreement.

     

    A
registration statement under the Securities Act of 1933, as amended, on behalf
of the Trust is currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.

     

    
      	
              5.

            	
              [Section
      Reserved]

            


    

     

    
      	
              6. 

            	
              Indemnification

            


    

     

    6.1 The
Bank shall not be responsible for, and the Trust shall indemnify and hold the
Bank harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability (“Losses”) arising out of or
attributable to:

     

    (a)   All
actions of the Bank or its agents or subcontractors required to be taken
pursuant to this Agreement, provided that such actions are taken without gross
negligence, or willful misconduct.

     

    (b)   The
Trust’s gross negligence or willful misconduct.

     

    (c)   The
breach of any representation or warranty of the Trust
hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)   The
conclusive reliance on or use by the Bank or its agents or subcontractors of
information, records, documents or services which (i) are received by the Bank
or its agents or subcontractors, (ii) have been prepared, maintained or
performed by the Trust or any other person or firm on behalf of the Trust
including but not limited to any previous transfer agent or registrar, and (iii)
do not contain manifest error(s).

     

    (e)   The
conclusive reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Trust on behalf of the
Trust believed in good faith by the Bank or its agents or subcontractors to be
authorized.

     

    (f)    The
offer or sale of Shares in violation of any requirement under the federal
securities laws or regulations or the securities laws or regulations of any
state that such Shares be registered in such state or in violation of any stop
order or other determination or ruling by any federal agency or any state with
respect to the offer or sale of such Shares in such state.

     

    6.2 At
any time the Bank may apply to any officer of the Trust or its sponsor for
instructions, and may seek the advice of outside counsel to the Trust (which
instructions or advice shall not be unreasonably withheld) with respect to any
matter arising in connection with the services to be performed by the Bank under
this Agreement, and the Bank and its agents or subcontractors shall not be
liable and shall be indemnified by the Trust for any action taken or omitted by
it in reliance upon such instructions or advice (except for actions or omissions
by Bank taken with negligence or willful misconduct).  The Bank, its
agents and subcontractors shall be protected and indemnified in acting upon any
paper or document, or upon any instruction, information, data, records or
documents provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Trust,
reasonably believed to be genuine and to have been signed or transmitted by the
proper person or persons, and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the
Trust.

     

    6.3 The
Trust and the Fund shall not be responsible for direct money damages arising out
of or attributable to:

     

    (a)   The
Bank’s own gross negligence or willful misconduct.

     

    (b)   The
Bank’s breach of any representation or warranty of the Bank
hereunder.

     

    The Bank
shall indemnify and hold harmless the Trust and the Fund from and against any
and all reasonable attorneys’ fees related to claims, where such claims result
in liability to the Trust or the Fund and such liability has been finally
determined by an arbiter of competent jurisdiction to be directly caused by the
Bank’s failure to discharge its duties in accordance with its standard of care
as set forth hereunder.  This indemnity shall be a continuing
obligation of the Bank, its successors and assigns, notwithstanding the
termination of this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.4 If
any action, suit or proceeding (each, a “Proceeding”) is brought against either
party to this Agreement (an “Indemnified Party”) in respect of which indemnity
may be sought against the other party (the “Indemnifying Party”) pursuant to the
foregoing paragraphs, the Indemnified Party shall promptly notify the
Indemnifying Party in writing of the institution of such Proceeding and the
Indemnifying Party shall have the right, by providing notice to the Indemnified
Party within twenty (20) Business Days thereafter, to assume the defense of such
Proceeding, including the employment of counsel reasonably satisfactory to the
Indemnified Party and payment of all fees and expenses; provided, however, that
the omission to so notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which it may have to the Indemnified Party
except to the extent that it has been materially prejudiced by such failure and
has not otherwise learned of such Proceeding. If the Indemnifying Party assumes
the defense of the Proceeding, the Indemnified Party shall have the right to
employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Party unless the employment
of such counsel shall have been authorized in writing by the Indemnifying Party
in connection with the defense of such Proceeding or the Indemnifying Party
shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to have charge of the defense of such Proceeding
or the Indemnified Party shall have reasonably concluded that there may be
defenses available to it or them which are different from, additional to or in
conflict with those available to the Indemnifying Party (in which case the
Indemnifying Party shall not have the right to direct the defense of such
Proceeding on behalf of the Indemnified Party), in any of which events such fees
and expenses shall be borne by the Indemnifying Party and paid as incurred (it
being understood, however, that the Indemnifying Party shall not be liable for
the expenses of more than one separate counsel (in addition to any local
counsel) in any one Proceeding or series of related Proceedings in the same
jurisdiction representing the indemnified parties who are parties to such
Proceeding).

     

    The Indemnifying Party shall not be
liable for any settlement of any Proceeding effected without the Indemnifying
Party’s written consent but if settled with the Indemnifying Party’s written
consent, the Indemnifying Party agrees to indemnify and hold harmless the
Indemnified Party from and against any loss or liability by reason of such
settlement.  Notwithstanding the foregoing sentence, if at any time an
Indemnified Party shall have requested an Indemnifying Party to reimburse the
Indemnified Party for fees and expenses of counsel as contemplated by the second
sentence of this section 6.4, then the Indemnifying Party agrees that it shall
be liable for any settlement of any Proceeding effected without its written
consent if (i) such settlement is entered into more than 60 days after receipt
by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying
Party shall not have fully reimbursed the Indemnified Party in accordance with
such request prior to the date of such settlement and (iii) such Indemnified
Party shall have given the Indemnifying Party at least 30 days’ prior notice of
its intention to settle.  The Indemnifying Party shall not, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened Proceeding in respect of which any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such Indemnified Party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Standard
      of Care

            


    

     

    The Bank
shall have no responsibility and shall not be liable for any loss or damage
unless such loss or damage is caused by its own gross negligence or willful
misconduct or that of its employees (including independent contractors under the
control of the Bank) or its breach of any of its representations.  The
Bank shall not be liable for any loss or damage arising out of, or in connection
with, the actions or omissions to act of any delegee or agent used hereunder so
long as the Bank acts in good faith and without negligence or willful misconduct
in the selection and retention of such delegee or agent, provided that the Bank
shall be liable for the acts or omissions of any Bank affiliate to the same
extent it would be liable under the terms hereof had it committed such act or
omission and not delegated the same, and Bank shall notify the Trust upon any
such delegation to a Bank Affiliate.  In no event shall the Bank be
liable for special, indirect or consequential damages regardless of the form of
action and even if the same were foreseeable.

     

    
      	
              8.

            	
              Concerning
      the Bank

            


    

     

    8.1 Bank
may enter into subcontracts, agreements and understandings with any BNY
affiliate, whenever and on such terms and conditions as it deems necessary or
appropriate to perform its services hereunder.  No such subcontract,
agreement or understanding shall discharge Bank from its obligations
hereunder.

     

    8.2 Bank
shall be entitled to conclusively rely upon any written or oral instruction
actually received by Bank and reasonably believed by Bank to be duly authorized
by the Trust or its authorized representative and delivered.  Trust
agrees to forward to Bank written instructions confirming oral instructions by
the close of business of the same day that such oral instructions are given to
Bank.  Trust agrees that the fact that such confirming written
instructions are not received or that contrary written instructions are received
by Bank shall in no way affect the validity or enforceability of transactions
authorized by such oral instructions and effected by Bank.  If Trust
elects to transmit written instructions through an on-line communication system
offered by Bank, Trust’s use thereof shall be subject to the terms and
conditions attached hereto as Appendix A.

     

    8.3 Bank
shall establish and maintain a disaster recovery plan and back-up system at all
times satisfying the requirements of all applicable law, rules, and regulations
and which is reasonable under the circumstances (the “Disaster Recovery Plan and
Back-Up System”).  Bank shall not be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control which are not a result of its negligence, including without limitation,
acts of God; earthquakes; fires; floods; wars; civil or military disturbances;
sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities,
transportation, computer (hardware or software) or communications service;
accidents; labor disputes; acts of civil or military authority; governmental
actions; or inability to obtain labor, material, equipment or transportation,
provided that the Bank has established and is maintaining the Disaster Recovery
Plan and Back-Up System, or if not, that such delay or failure would have
occurred even if Bank had established and was maintaining the Disaster Recovery
Plan and Back-Up System.  Upon the occurrence of any such delay or
failure Bank shall use commercially reasonable efforts to resume performance as
soon as practicable under the circumstances.

     

    8.4 Bank
shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and in any
other written agreements between Bank and the Trust, pursuant to the terms,
conditions and limitations of each such agreement, and as required by applicable
law, and no covenant or obligation shall be implied against Bank in connection
with this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.5 An
application by the Bank for instructions or advice in accordance with Section
6.2 hereof shall set forth in writing any action proposed to be taken or omitted
to be taken by the Bank with respect to its duties or obligations under this
Agreement and the date on and/or after which such action shall be taken (which
date shall allow an amount of time for the Trust’s or its counsel’s
consideration of the application that is reasonable under the circumstances),
and the Bank shall not be liable for any action taken or omitted to be taken in
accordance with a proposal included in any such application on or after the date
specified therein unless, prior to taking or omitting to take any such action,
the Bank has received written instructions or advice in response to such
application specifying the action to be taken or omitted or has received written
notice that the Trust or its counsel is reasonably declining to provide such
instructions or advice.

     

    8.6
Notwithstanding any provisions of this Agreement to the contrary, the Bank shall
be under no duty or obligation to inquire into, and shall not be liable
for:

     

    (a)   The
legality of the issue or sale of any Shares, the sufficiency of the amount to be
received in connection therewith, or the authority of the Trust to request such
issuance or sale;

     

    (b)   The
legality of the purchase of any Shares, the sufficiency of the amount to be paid
in connection therewith, or the authority of the Trust to request such
purchase;

     

    (c)   The
legality of the declaration of any dividend by the Trust, or the legality of the
issue of any Shares in payment of any stock dividend; or

     

    (d)   The
legality of any recapitalization or readjustment of the Shares.

     

    8.7 Bank
shall not cause the Fund to issue Shares where it has received written
notification from the Trust, its sponsor, or any federal or state authority that
the sale of Shares has been suspended or discontinued, and Bank shall be
entitled to rely upon such notification.

     

    
      	
              9.

            	
              Covenants
      of the Trust and the Bank

            


    

     

    9.1 The
Trust shall promptly furnish to the Bank the following:

     

    (a)   A
copy of the Trust Agreement and all amendments thereto.

     

    (b)   Shares
will be transferred upon presentation to the Bank of Shares to its electronic
account at DTC, accompanied by such documents as the Bank deems necessary to
evidence the authority of the person making such transfer, and bearing
satisfactory evidence of the payment of applicable stock transfer taxes, if
any.  The Bank reserves the right to refuse to transfer Shares until
it is satisfied that the endorsements on documents submitted to it are valid and
genuine, and for that purpose it may require, unless otherwise instructed by an
Officer of the Trust, a guaranty of signature by an “eligible guarantor
institution” meeting the requirements of the Bank, which requirements include
membership or participation in STAMP or such other “signature guarantee program”
as may be determined by the Bank in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as
amended.  The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
which the Bank, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to such
transfer.  The Bank may, in effecting transfers of Shares, rely upon
those provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended from time
to time, applicable to the transfer of securities, and the Trust shall indemnify
the Bank for any act done or omitted by it in good faith in reliance upon such
laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)   The
Bank assumes no responsibility with respect to the transfer of restricted
securities where counsel for the Trust advises that such transfer may be
properly effected.

     

    9.2
[Section Reserved]

     

    9.3 Prior
to the issuance of the Fund’s initial Creation Unit and, if requested by the
Bank, at the time of issuance of the first Creation Unit subsequent to the
registration of additional Shares, the Trust shall deliver the following
documents to the Bank:

     

    (a)   A
certified copy of the resolutions adopted by the sponsor of the Trust
authorizing such issuance of additional Shares of the Fund;

     

    (b)   A
certified copy of the order or consent of each governmental or regulatory
authority required by law as a prerequisite to the issuance of such Shares, as
the case may be, and an opinion of counsel for the Trust that no other order or
consent is required; and

     

    (c)   An
opinion of counsel for the Trust, in a form satisfactory to the Bank, with
respect to (i) the validity of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully paid and non-assessable and
the status of such Shares under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any other applicable federal
law or regulations (i.e., if subject to
registration, that they have been registered and that the Registration Statement
has become effective or, if exempt, the specific grounds therefore), (ii) the
status of the Trust with regard to the Investment Company Act of 1940, as
amended, and (iii) the due and proper listing of the Shares on all applicable
securities exchanges; and

     

    9.4 The
Bank agrees that all records prepared or maintained by the Bank relating to the
services to be performed by the Bank hereunder are the property of the Trust and
will be preserved, maintained and made available upon reasonable request, and
will be surrendered promptly to the Trust on and in accordance with its
request.

     

    9.5 The
Bank and the Trust agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be, or may become, required by law, by administrative or judicial order
or by rule, or upon the request of a regulator that has the power to compel the
Bank or the Trust, as the case may be, to disclose the requested
information.

     

    9.6 In
case of any requests or demands for the inspection of the Shareholder records of
the Trust, the Bank will endeavor to notify the Trust and to secure instructions
from an authorized officer of the Trust as to such inspection.  The
Bank reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.7 The
Trust shall, or shall cause a third party to, prepare and file such appropriate
information returns concerning the payment and composition of dividends and
capital gain distributions and tax withholding with the proper Federal, State
and local authorities as are required by law to be filed by the Trust and shall
withhold such sums as are required to be withheld by applicable
law.

     

    
      	
              10.

            	
              Termination
      of Agreement

            


    

     

    10.1 The
term of this Agreement shall be one year commencing upon the date
hereof  and shall automatically renew for additional one year terms
(each, a "Term") unless either party provides written notice of termination at
least ninety (90) days prior to the end of any Term or, unless earlier
terminated as provided below:

     

    (a)   Either
party hereto may terminate this Agreement prior to the expiration of any Term in
the event the other party breaches any material provision of this Agreement,
including, without limitation in the case of the Trust, its obligations under
Section 2.1, provided that the non-breaching party gives written notice of such
breach to the breaching party and the breaching party does not cure such
violation within 90 days of receipt of such notice.

     

    (b)   The
Trust may terminate this Agreement with respect to the Fund or any Future Fund
prior to the expiration of any Term upon sixty (60) days' prior written notice
in the event that the managing owner determines to liquidate such Fund or Future
Fund other than in connection with a merger or acquisition of a Fund or Future
Fund.

     

    10.2 If
this Agreement is terminated by either party, Bank shall follow any reasonable
instructions from the Trust concerning the movement of records and
material.  Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Trust.  Additionally, the Bank reserves the right to
charge for any other reasonable expenses directly associated with such
termination.

     

    10.3 The
terms of Article 2 as to the payment of fees for periods prior to termination
and Article 6 shall survive the termination of this Agreement.

     

    10.4
Should the Bank exercise its right to terminate, and provided that the Trust
makes reasonable efforts to find a replacement transfer agent, the Bank shall
not cease to be the Fund’s transfer agent or to fulfill its obligations as such
until a replacement transfer agent is ready to begin serving as such, provided
that were a replacement transfer agent not designated within 180 days, the Bank
may designate an interim replacement transfer agent that meets all regulatory
requirements imposed on a statutorily registered transfer agent.

     

    
      	
              11.

            	
              [Section
      Reserved]

            


    

     

    
      	
              12.

            	
              Assignment

            


    

     

    12.1
Neither this Agreement nor any rights or obligations hereunder may be assigned
by either party without the written consent of the other party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.2 This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.

     

    
      	
              13.

            	
              Severability
      and Beneficiaries

            


    

     

    13.1 In
case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
thereby.  This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by either party without the written
consent of the other.

     

    
      	
              14.

            	
              Amendment

            


    

     

    14.1 This
Agreement may be amended or modified by a written agreement executed by both
parties.

     

    
      	
              15.

            	
              New
      York Law to Apply

            


    

     

    15.1 This
Agreement shall be construed in accordance with the substantive laws of the
State of New York, without regard to conflicts of laws principles
thereof.  Trust and Bank hereby consent to the jurisdiction of a state
or federal court situated in New York City, New York in connection with any
dispute arising hereunder.  Trust hereby irrevocably waives, to the
fullest extent permitted by applicable law, any objection which it may now or
hereafter have to the laying of venue of any such proceeding brought in such a
court and any claim that such proceeding brought in such a court has been
brought in an inconvenient forum.  Trust and Bank each hereby
irrevocably waives any and all rights to trial by jury in any legal proceeding
arising out of or relating to this Agreement.

     

    
      	
              16.

            	
              Merger
      of Agreement

            


    

     

    16.1
Except as expressly provided to the contrary from time-to-time in the written
fee schedule approved by the parties and attached hereto, this Agreement
constitutes the entire agreement between the parties hereto and supersedes any
prior agreement with respect to the subject matter hereof whether oral or
written.

     

    
      	
              17.

            	
              Limitations
      of Liability of the Trustee and
Shareholders

            


    

     

    17.1 It
is expressly acknowledged and agreed that the obligations of the Trust hereunder
shall not be binding upon any shareholder, Trustee, officer, employee or agent
of the Trust, personally, but shall bind only the trust property of the Fund, as
provided in the Trust Agreement.  This Agreement has been duly
authorized, executed and delivered by the Trust and neither such authorization
nor such execution and delivery shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Fund as provided in the Trust
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              18.

            	
              Limitation
      of Interseries Liability

            


    

     

    18.1 BNY
agrees that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act,
the liabilities of the Fund and any Future Fund shall be limited such that (a)
the debts, liabilities, obligations and expense incurred, contracted for or
otherwise existing and relating to this Agreement with respect to a particular
Fund or Future Fund shall be enforceable against the assets of the particular
Fund or Future Fund only, and not against the assets of the Trust generally or
the assets of any other Fund or Future Fund, and (b) none of the debts,
liabilities, obligations and expenses incurred, contracted for, or otherwise
existing and relating to this Agreement with respect to the Trust generally and
any other Fund or Future Fund shall be enforceable against the assets of such
particular Fund or Future Fund.

     

    
      	
              19.

            	
              Counterparts

            


    

     

    19.1 This
Agreement may be executed by the parties hereto on any number of counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers,
as of the day and year first above written.

     

    
      
        	 
      	
                TEUCRIUM
      COMMODITY TRUST

              
	 
      	
                By:
      Teucrium Trading, LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Dale Riker

              
	 
      	 
      	
                Name:
      Dale Riker

              
	 
      	 
      	
                Title:
      Treasurer and Secretary

              
	 
      	 
      
	 
      	
                THE
      BANK OF NEW YORK MELLON

              
	 
      	
                (the
      “Bank”)

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Andrew Pfeifer

              
	 
      	 
      	
                Name: 
      Andrew Pfeifer

              
	 
      	 
      	
                Title:  Vice
      President

              


      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
A

     

    BOOKS AND RECORDS TO BE
MAINTAINED BY BANK

     

    Source
Documents requesting Creations and Redemptions

     

    Correspondence/AP
Inquiries

     

    Reconciliations,
bank statements, copies of canceled checks, cash proofs

     

    Daily/Monthly
reconciliation of outstanding units between the Trust and DTC

     

    Net Asset
Computation Documentation

     

    Dividend
Records

     

    Keep on
file copies of year-end Statements and Tax Forms prepared by the Fund’s
accountants


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    Form of
Participant Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Fee
Schedule