Unassociated Document


     

    Exhibit
10.2

    


     DISTRIBUTION
CONSULTING AND MARKETING SERVICES AGREEMENT

     

    THIS
AGREEMENT is made and entered into as of this ___ day of _________, by and
between Teucrium Trading, LLC, a Delaware limited liability company (the
“Sponsor”), Teucrium Commodity Trust, a Delaware statutory trust, (the “Trust”)
and Foreside Fund Services, LLC, a Delaware limited liability company
(“Foreside”).

    


    WHEREAS, the Sponsor is
registered with the Commodity Futures Trading Commission (the “CFTC”) as a
commodity pool operator, is a member of the National Futures Association
(“NFA”), and is subject to the Commodity Exchange Act, as amended (the “CEA”),
and all of the relevant rules and regulations promulgated thereunder
(collectively, the “Commodities Rules”) and serves as the commodity pool
operator of the Trust and

    


    WHEREAS, the Trust is a
statutory trust organized under the laws of the State of Delaware, and has
separate series (each, a “Fund,” and collectively, the “Funds”) each of which
issues common units representing fractional individual beneficial interests in
such Fund called “Shares”; and

    


    WHEREAS, the Sponsor desires
to retain Foreside to provide certain distribution consulting and marketing
services in connection with the offering and sale of the Shares of the Funds
listed on Exhibit A hereto (as amended from time to time); and

    


    WHEREAS, Foreside is
registered with the Securities and Exchange Commission (the “SEC”) as a
broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934
Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”);
and

    


    WHEREAS, Foreside is willing
to provide certain distribution consulting and marketing services for the
Sponsor on the terms and conditions hereinafter set forth; and

    


    NOW THEREFORE, in
consideration of the promises and mutual covenants herein contained, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:

    


    1.            Services.

    


    A.           Foreside,
through its division Foreside Advisory Network, agrees to provide the
distribution consulting and marketing services set forth in Exhibit B attached
hereto (the “Services”).

    


    B.           The
Services furnished by Foreside hereunder are not to be deemed exclusive and
Foreside shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby (such impairment to be
reasonably determined in the sole discretion of the Sponsor).


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    2.           Definitions.

     

    Wherever
they are used herein, the following terms have the following
meanings:

     

    A.           “Preliminary
Prospectus” means any prospectus dated prior to effectiveness of a Registration
Statement relating to the Shares of any Fund that is provided to prospective
Fund investors.

     

    B.           “Prospectus”
means any prospectus which constitutes part of the Registration Statement(s) of
any Fund under the 1933 Act that has been declared effective by the SEC, as such
Prospectus may be amended or supplemented and filed with the SEC from time to
time;

     

    C.           “Registration
Statement” means the registration statement on Form S-1 or Form S-3 as most
recently filed from time to time by the Trust on behalf of each Fund with the
SEC, including all documents filed as a part thereof, and any amendments
thereto;

     

    D.           All
capitalized terms used but not defined in this Agreement shall have the meanings
ascribed to such terms in the Preliminary Prospectus or Prospectus, as
applicable.

     

    3.            Delivery of
Documents.  Contemporaneously with the effective date of this
Agreement, the Sponsor shall deliver to Foreside copies of the following
documents:

    


    
      	
               
      

            	
              Ø

            	
              the
      then current Preliminary Prospectus or Prospectus for each Fund, as
      applicable;

            


    

    
      	
               
      

            	
              Ø

            	
              any
      relevant policies and procedures adopted by the Sponsor or the Fund or its
      service providers that are applicable to the services provided by
      Foreside;

            


    

    
      	
               
      

            	
              Ø

            	
              any
      filings with and correspondence from the SEC, FINRA, the CFTC and the NFA
      with respect to the Funds; and

            


    

    
      	
               
      

            	
              Ø

            	
              any
      other documents, materials or information that Foreside shall reasonably
      request to enable it to perform its duties pursuant to this
      Agreement.

            


    

    


    Contemporaneously
with the effective date of this Agreement, Foreside shall deliver to the Sponsor
copies of the following documents:

    


    
      	
               
      

            	
              Ø

            	
              Foreside’s
      current Privacy Policy and
Practices.

            


    

    


    Each
party shall deliver to the other as soon as is reasonably practical any and all
amendments and/or supplements to the documents required to be delivered under
this Section.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    4. 
          Representations,
Warranties and Covenants of the Sponsor.

    


    A.           The
Sponsor hereby represents and warrants to Foreside, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:

    


    
      	
               
      

            	
              (i)

            	
              it
      is duly organized and in good standing under the laws of its jurisdiction
      of incorporation/organization;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              this
      Agreement has been duly authorized, executed and delivered by the Sponsor
      and, when executed and delivered, will constitute a valid and legally
      binding obligation of the Sponsor, enforceable in accordance with its
      terms, subject to bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting the rights and remedies of
      creditors and secured parties;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              it
      is conducting its business (including, without limitation, in connection
      with all matters relating to this Agreement) in compliance in all material
      respects with all applicable laws and regulations including, without
      limitation, state, federal, and any other jurisdictions concerned, as well
      as the rules and regulations of the NFA and any other self regulatory
      agencies, and has obtained all regulatory approvals necessary to carry on
      its business as conducted;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              each
      Registration Statement complies or will comply, in all material respects,
      with the requirements of the 1933 Act and the Prospectus and any
      Preliminary Prospectus complies or will comply, in all material respects
      with the requirements of the 1933 Act, the CEA and the NFA and any
      statutes and regulations; contracts or other documents that are required
      to be described in the Registration Statement or the Prospectus or to be
      filed as exhibits to the Registration Statement have been and will be so
      described or filed; the conditions to the use of Form S-1 or Form S-3, as
      the case may be, have been satisfied; each Registration Statement does
      not, and will not when it becomes effective, contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading and
      each Prospectus does not, or will not as of its date, contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading; provided,
      however, that the Sponsor makes no warranty or representation with respect
      to any statement contained in any Preliminary Prospectus, each
      Registration Statement or any Prospectus in reliance upon and in
      conformity with information concerning Foreside and furnished in writing
      by or on behalf of Foreside to the Sponsor expressly for use in a
      Registration Statement or a Preliminary Prospectus or Prospectus; and the
      Sponsor has not distributed nor will distribute, prior to the effective
      date of a Registration Statement or any subsequent registration statement
      for the registration of additional Shares, any offering material other
      than any Preliminary Prospectus unless such offering material and its
      distribution complies with Rule 433 under the 1933 Act or any other
      applicable rules;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (v)

            	
              the
      Sponsor is duly registered with the NFA as a Commodity Pool Operator and
      will adopt compliance procedures reasonably designed to ensure compliance
      by each Fund and each associated person of the Sponsor with the CEA and
      all of the relevant Commodities
Rules;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              all
      sales literature, marketing material and advertisements (“Sales Literature
      and Advertisements”) approved by the Sponsor with respect to the Funds or
      other materials prepared by or on behalf of the Funds shall be prepared
      and approved by the Sponsor, in all material respects, in conformity, as
      applicable, with the CEA, the Commodities Rules, the 1933 Act and the
      rules and regulations of the SEC; all advertising materials and sales
      literature that have been or will be furnished to Foreside by the Sponsor
      for use in Foreside’s performance of the Services are and will be current
      and accurate and shall not contain any untrue statement of material fact
      or omit to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading, and that all
      statements or information furnished to Foreside pursuant to this Agreement
      shall be true and correct in all material respects, and will, if required,
      have been approved by a Fund’s distributor, if other than, Foreside, prior
      to use.  If Foreside prepares any Sales Literature and
      Advertisements in connection with its performance of the Services, it
      shall deliver such Sales Literature and Advertisements to the Sponsor and
      the applicable Fund’s distributor, if other than Foreside, for their
      written approval before it is used.  The Sponsor will make every
      reasonable effort to approve or disapprove such material within a
      reasonable period of time.  For a Fund for which Foreside does
      not serve as Distributor, Foreside shall complete its review of the
      material within three days of receipt of approval of the material by the
      Fund’s Distributor.  For Funds for which Foreside serves as
      Distributor, Foreside shall abide by the time frames set forth in the
      Distribution Agreement(s) between Foreside and such
  Funds./

            


    

    


    
      	
               
      

            	
              (vii)

            	
              no
      approval, authorization, consent or order of or filing with any federal,
      state, local or foreign governmental or regulatory commission, board,
      body, authority or agency is required to be obtained by the Sponsor, the
      Trust or any Fund in connection with the issuance and sale of the Units
      other than registration of the Units under the 1933 Act, the registration
      of the Sponsor as a Commodity Pool Operator with the NFA under the CEA,
      the filing of the Prospectus with the NFA and any necessary qualification
      under the securities or blue sky laws of the various jurisdictions in
      which the Units are being offered or any requirements for listing under
      the rules and regulations of the NYSE Arca, Inc. (“NYSE
      Arca”);

            


    

    


    
      	
            	
              (viii)

            	
              except
      as set forth in the Registration Statement and the Prospectus, there are
      no actions, suits, claims, investigations or proceedings pending or
      threatened or, to the Sponsor’s knowledge after due inquiry, contemplated
      to which the Sponsor or the Trust is or would be a
  party;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ix)

            	
              Rothstein,
      Kass & Company, P.C., whose report on the audited financial statements
      of the Funds is filed with the SEC as part of the Registration Statement
      and the Prospectus, are independent public accountants as required by the
      1933 Act;

            


    

    


    
      	
               
      

            	
              (x)

            	
              the
      audited financial statements of each Fund included in the applicable
      Prospectus, together with the related notes and schedules, present fairly
      the financial position of each Fund as of the date indicated and have been
      prepared in compliance with the requirements of the 1933 Act and in
      conformity with U.S. generally accepted accounting principles; there are
      no financial statements (historical or pro forma) that are required to be
      included in the Registration Statement, the Prospectus that are not
      included as required; and each Fund does not have any material liabilities
      or obligations, direct or contingent (including any off-balance sheet
      obligations), that are required to be disclosed in each Registration
      Statement and each Prospectus;

            


    

    


    
      	
               
      

            	
              (xi)

            	
              each
      Fund has policies, procedures and internal controls in place designed to
      prevent and detect money laundering and any activity that facilitates
      money laundering, the funding of terrorist activities, or violations of
      U.S. Department of the Treasury’s Office of Foreign Assets Control
      regulations.  The Sponsor, on behalf of each Fund, agrees that
      it will take such further steps, and cooperate with Foreside as may be
      reasonably necessary, to facilitate compliance with the any applicable
      provisions of the USA Patriot Act of 2001 and the Bank Secrecy Act
      (collectively, the “AML Acts”), including but not limited to the provision
      of copies of its written procedures, policies and controls related
      thereto.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Sponsor hereby covenants and
agrees:

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      fully cooperate in the efforts of Foreside in the performance of the
      Services;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              to
      make available to Foreside, as soon as practicable after each Registration
      Statement is filed with the SEC, and thereafter from time to time, furnish
      to Foreside, as many copies of each Prospectus for each Fund (or of the
      Prospectus as amended or supplemented if any amendments or supplements
      have been made thereto) as Foreside may request for the purposes
      contemplated by the 1933 Act;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              to
      advise Foreside promptly when each Registration Statement and any
      post-effective amendment thereto becomes
  effective;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              to
      prepare such amendments or supplements to each Registration Statement or
      Prospectus and to file such amendments or supplements with the SEC, when
      and as required, by the 1933 Act, the Exchange Act, and the rules and
      regulations thereunder; and to advise Foreside promptly of notice of
      institution of proceedings for, or the entry of a stop order suspending
      the effectiveness of a Registration Statement and, if the SEC should enter
      a stop order suspending the effectiveness of a Registration Statement, to
      use its best efforts to obtain the lifting or removal of such order as
      soon as possible;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (v)

            	
              to
      file promptly all reports and any information statements required to be
      filed by any Fund with the SEC or the CFTC or NFA in order to comply with
      the Exchange Act and the CEA subsequent to the date of any Prospectus and
      for the term of this Agreement;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              to
      ensure that the Funds’ distributor, if other than Foreside, (a) provides a
      copy to Foreside of each FINRA letter received with respect to Sales
      Literature and Advertisements and (2) makes any required changes to any
      Sales Literature and Advertisements and provides such updated materials
      promptly to Foreside; and

            


    

    


    
      	
               
      

            	
              (vii)

            	
              to
      advise Foreside promptly of the happening of any event during the term of
      this Agreement which could require the making of any change in the
      Prospectus or Sales Literature and Advertisements then being used so that
      such materials would not include an untrue statement of material fact or
      omit to state a material fact necessary to make the statements therein, in
      the light of the circumstances under which they are made, not misleading,
      and, during such time, to prepare and furnish, at the expense of the Fund,
      to Foreside promptly such amendments or supplements to such materials as
      may be necessary to reflect any such
change.

            


    

    


    5.           Representations,
Warranties and Covenants of Foreside.

    


    Foreside
hereby represents and warrants to the Sponsor, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:

     

    
      	
               
      

            	
              (i)

            	
              it
      is duly organized and existing under the laws of the jurisdiction of its
      organization, with full power to carry on its business as conducted, to
      enter into this Agreement and to perform its obligations
      hereunder;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              this
      Agreement has been duly authorized, executed and delivered by Foreside
      and, when executed and delivered, will constitute a valid and legally
      binding obligation of Foreside, enforceable in accordance with its terms,
      subject to bankruptcy, insolvency, reorganization, moratorium and other
      laws of general application affecting the rights and remedies of creditors
      and secured parties;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              it
      is conducting its business (including, without limitation in connection
      with all matters relating to this Agreement) in compliance in all material
      respects with all applicable laws and regulations, including, without
      limitation, state, federal, and any other jurisdictions concerned, as well
      as the Constitution, By-Laws and Conduct Rules of FINRA (including the
      Conduct Rules of FINRA, as applicable), and has obtained all regulatory
      approvals necessary to carry on its business as
  conducted;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              it
      is registered with the SEC as a broker-dealer under the 1934 Act and is a
      member in good standing of
FINRA;

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (v)

            	
              it
      shall commit sufficient resources to provide the Services under this
      Agreement in a commercially reasonable manner;
  and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              there
      are no actions, suits, claims, investigations or proceedings pending or
      threatened or, to Foreside’s knowledge after due inquiry, contemplated, to
      which Foreside is or would be a party, thereby requiring the Sponsor to
      disclose such information in a Registration Statement, Preliminary
      Prospectus or Prospectus.

            


    

    


    6.           Compensation.  As
compensation for the performance of the Services pursuant to this Agreement,
Foreside shall be entitled to the fees and expenses set forth in Exhibit C
hereto (as amended from time to time).

    


    7.      
     Indemnification.

    


    A.           The
Sponsor shall indemnify, defend and hold Foreside, its affiliates and each of
their respective members, managers, directors, officers, employees,
representatives and any person who controls or previously controlled Foreside
within the meaning of Section 15 of the 1933 Act (collectively, the “Foreside
Indemnitees”), free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of investigating
or defending any alleged losses, claims, demands, liabilities, damages or
expenses and any reasonable counsel fees incurred in connection therewith)
(collectively, “Losses”) that any Foreside Indemnitee may incur under the 1933
Act, the 1934 Act, the 1940 Act or any other statute (including Blue Sky laws)
or any rule or regulation thereunder, or under common law or otherwise, arising
out of or relating to (i) Foreside’s performance of the Services hereunder; (ii)
the Sponsor’s breach of any of its obligations, representations, warranties or
covenants contained in this Agreement; (iii) the Sponsor’s failure to comply
with any applicable securities and commodities laws or regulations; or (iv) any
claim that the Prospectus or the Registration Statement, sales literature and
advertising materials or other information filed or made public by the Sponsor
(as from time to time amended) include or included an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading under the
1933 Act, the CEA or any other statute or the common law any violation of
any rule of FINRA or of the SEC or any other jurisdiction wherein Shares are
sold, provided, however, that the Sponsor’s obligation to indemnify any of the
Foreside Indemnitees shall not be deemed to cover any Losses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Prospectus, Registration Statement or any such advertising materials
or sales literature in reliance upon and in conformity with information relating
to Foreside and furnished to the Sponsor or its counsel by Foreside in writing
and acknowledging the purpose of its use  In no event shall anything
contained herein be so construed as to protect Foreside against any liability to
the Sponsor to which Foreside would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties
under this Agreement or by reason of its reckless disregard of its obligations
under this Agreement.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    The
Sponsor’s agreement to indemnify the Foreside Indemnitees with respect to any
action is expressly conditioned upon the Sponsor being notified of such action
or claim of loss brought against any Foreside Indemnitee, within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Foreside Indemnitee, unless
the failure to give notice does not prejudice the Sponsor.

    


    B.           The
Sponsor shall be entitled to participate at its own expense in the defense or,
if it so elects, to assume the defense of any suit brought to enforce any such
Losses, but if the Sponsor elects to assume the defense, such defense shall be
conducted by counsel chosen by the Sponsor and approved by Foreside, which
approval shall not be unreasonably withheld.  In the event the Sponsor
elects to assume the defense of any such suit and retain such counsel, the
Foreside Indemnitee(s) in such suit shall bear the fees and expenses of any
additional counsel retained by them.  If the Sponsor does not elect to
assume the defense of any such suit, or in case Foreside does not, in the
exercise of reasonable judgment, approve of counsel chosen by the Sponsor or, if
under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both the Sponsor and the Foreside
Indemnitee(s), the Sponsor will reimburse the Foreside Indemnitee(s) in such
suit, for the fees and expenses of any counsel retained by Foreside and
them.

    


    C.           The
Sponsor shall advance attorney’s fees and other expenses incurred by a Foreside
Indemnitee in defending any claim, demand, action or suit which is the subject
of a claim for indemnification pursuant to this Section 7 to the maximum extent
permissible under applicable law.

    


    D.           Foreside
shall indemnify, defend and hold the Sponsor, the Trust or its affiliates, and
each of their respective directors, officers, employees, representatives, and
any person who controls or previously controlled the Sponsor within the meaning
of Section 15 of the 1933 Act (collectively, the “Sponsor Indemnitees”), free
and harmless from and against any and all Losses that any Sponsor Indemnitee may
incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute
(including Blue Sky laws) or any rule or regulation thereunder, or under common
law or otherwise, arising out of or based upon (i) Foreside’s breach of any of
its obligations, representations, warranties or covenants contained in this
Agreement; (ii) Foreside’s failure to comply with any applicable securities laws
or regulations; or (iii) any claim that the Prospectus, Registration Statement,
sales literature and advertising materials or other information filed or made
public by the Sponsor (as from time to time amended) include or included an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements not
misleading, insofar as such statement or omission was made in reliance upon, and
in conformity with, information furnished to the Sponsor by Foreside in
writing.  In no event shall anything contained herein be so construed
as to protect the Sponsor against any liability to Foreside to which the Sponsor
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties under this Agreement or by reason of
its reckless disregard of its obligations under this Agreement.

    


    Foreside’s
agreement to indemnify the Sponsor Indemnitees is expressly conditioned upon
Foreside being notified of any action or claim of loss brought against a Sponsor
Indemnitee, such notification to be given by letter or telegram addressed to
Foreside’s Legal Department, within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Sponsor Indemnitee, unless the failure to give notice does
not prejudice Foreside.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    E.           Foreside
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce any such Losses,
but if Foreside elects to assume the defense, such defense shall be conducted by
counsel chosen by Foreside and approved by the Sponsor Indemnitee, which
approval shall not be unreasonably withheld.  In the event Foreside
elects to assume the defense of any such suit and retain such counsel, the
Sponsor Indemnitee(s) in such suit shall bear the fees and expenses of any
additional counsel retained by them.  If Foreside does not elect to
assume the defense of any such suit, or in case the Sponsor does not, in the
exercise of reasonable judgment, approve of counsel chosen by Foreside or, if
under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both Foreside and the Sponsor
Indemnitee(s), Foreside will reimburse the Sponsor Indemnitee(s) in such suit,
for the fees and expenses of any counsel retained by the Sponsor and
them.

    


    8.            Limitations on
Damages.  Neither Party shall be liable for any consequential,
special or indirect losses or damages suffered by the other Party, whether or
not the likelihood of such losses or damages was known by the
Party.

    


    9.            Force
Majeure.  Neither Party shall be liable for losses, delays,
failure, errors, interruption or loss of data occurring directly or indirectly
by reason of circumstances beyond its reasonable control, including, without
limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane
or other natural disaster); action or inaction of civil or military authority;
acts of foreign enemies; war; terrorism; riot; insurrection; sabotage;
epidemics; labor disputes; civil commotion; or interruption, loss or malfunction
of utilities, transportation, computer or communications capabilities, and the
other Party shall have no right to terminate this Agreement in such
circumstances except in accordance with Section 10 hereof.

    


    10.         Duration
and Termination.

    


    A.           This
Agreement shall become effective as of the date first set forth
above.  Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from the date
hereof.  Thereafter, if not terminated, this Agreement shall continue
automatically in effect for successive one-year periods.

    


    B.           Notwithstanding
the foregoing, this Agreement may be terminated, without the payment of any
penalty, upon no less than 60 days’ written notice, by either the Sponsor or by
Foreside.

    


    11.         Privacy.  In
accordance with Regulation S-P, Foreside will not disclose any non-public
personal information, as defined in Regulation S-P, received from the Sponsor or
any Fund regarding any Fund shareholder; provided, however, that Foreside may
disclose such information to any party as necessary in the ordinary course of
business to carry out the purposes for which such information was disclosed to
Foreside.  Foreside shall have in place and maintain physical,
electronic and procedural safeguards reasonably designed to protect the
security, confidentiality and integrity of, and to prevent unauthorized access
to or use of, records and information relating to consumers and customers of
each of the Funds.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    The
Sponsor represents to Foreside that it has adopted a Statement of its privacy
policies and practices as required by applicable CFTC rules and agrees to
provide to Foreside a copy of that statement annually.  Foreside
agrees to use reasonable precautions to protect, and prevent the unintentional
disclosure of, such non-public personal information.

    


    12.         Confidentiality.  During
the term of this Agreement, Foreside and the Sponsor may have access to
confidential information relating to such matters as either party’s business,
trade secrets, systems, procedures, manuals, products, contracts, personnel, and
Sponsors.  As used in this Agreement, “Confidential Information” means
information belonging to Foreside or the Sponsor which is of value to such party
and the disclosure of which could result in a competitive or other disadvantage
to either party, including, without limitation, financial information, business
practices and policies, know-how, trade secrets, market or sales information or
plans, customer lists, business plans, and all provisions of this
Agreement.  Confidential Information does not include: (i) information
that was known to the receiving Party before receipt thereof from or on behalf
of the Disclosing Party; (ii) information that is disclosed to the Receiving
Party by a third person who has a right to make such disclosure without any
obligation of confidentiality to the Party seeking to enforce its rights under
this Section; (iii) information that is or becomes generally known in the trade
without violation of this Agreement by the Receiving Party; or (iv) information
that is independently developed by the Receiving Party or its employees or
affiliates without reference to the Disclosing Party’s information.

    


    Each
party will protect the other’s Confidential Information with at least the same
degree of care it uses with respect to its own Confidential Information, and
will not use the other party’s Confidential Information other than in connection
with its obligations hereunder.  Notwithstanding the foregoing, a
party may disclose the other’s Confidential Information if (i) required by law,
regulation or legal process or if requested by any Agency; (ii) it is advised by
counsel that it may incur liability for failure to make such disclosure; (iii)
requested to by the other party; provided that in the event of (i) or (ii) the
disclosing party shall give the other party reasonable prior notice of such
disclosure to the extent reasonably practicable and cooperate with the other
party (at such other party’s expense) in any efforts to prevent such
disclosure.

     

    13.          Notices.  Any notice
required or permitted to be given by any party to the others shall be in writing
and shall be deemed to have been given on the date delivered personally or by
courier service or 3 days after sent by registered or certified mail, postage
prepaid, return receipt requested or on the date sent and confirmed received by
facsimile transmission to the other party’s address as set forth
below:

    


    Notices
to Foreside shall be sent to:

    


    Foreside
Fund Services, LLC

    Attn:
Legal/Compliance

    Three
Canal Plaza, Suite 100

    Portland,
ME 04101

    (207)
553-7110

    Fax:
(207) 553-7151

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    Notices
to the Sponsor shall be sent to:

    


    Teucrium
Trading, LLC

    Attn:  Dale
Riker

    232
Hidden Lake Road, Building A

    Brattleboro,
Vermont 05301

    Fax:
802-251-0847

    


    14.           Modifications.  The
terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed by
Foreside and the Sponsor.

    


    15.     
     Governing Law.  This
Agreement shall be construed in accordance with the laws of the State of
Delaware, without regard to the conflicts of law principles
thereof.

    


    16.    
      Assignment.  This
Agreement may not be assigned by either Party without the prior written consent
of the other Party.  This Agreement shall be binding upon and inure to
the benefit of the Parties’ representatives, successors, heirs, and permitted
assigns, as applicable.  A change in control shall not be construed to
be an assignment.

    


    17.           Entire
Agreement.  This Agreement constitutes the entire agreement
between the Parties hereto and supersedes all prior communications,
understandings and agreements relating to the subject matter hereof, whether
oral or written.

    


    18.           Survival.  The
provisions of Sections 7, 8, 11, and 12 of this Agreement shall survive any
termination of this Agreement.

    


    19.           Miscellaneous.  The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect.  Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors.

    


    20.          Counterparts.  This
Agreement may be executed by the Parties hereto in any number of counterparts,
and all of the counterparts taken together shall be deemed to constitute one and
the same document.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.

    


    
      
        
          
            
              
                
                  	
                          FORESIDE
      FUND SERVICES, LLC

                        
	 
      
	
                          By:
      

                        	
                           

                        	 
      
	 
      
	
                          TEUCRIUM
      TRADING, LLC

                        
	 
      
	
                          By:

                        	 
      	 
      
	 
      
	
                          TEUCRIUM
      COMMODITY TRUST

                        
	 
      
	
                          By:

                        	 
      	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Funds

    


    Teucrium
Corn Fund

    Teucrium
WTI Crude Oil Fund

    Teucrium
Natural Gas Fund

    Teucrium
Sugar Fund

    Teucrium
Soybean Fund

    Teucrium
Wheat Fund

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

     

    Services

     

    
      	
               
      

            	
              Ø

            	
              Marketing
      the Funds to financial intermediaries utilizing written, electronic, or
      telephonic communication with a view to providing information regarding,
      and increasing the financial intermediaries’ awareness of the
      Funds.

            


    

    


    
      	
               
      

            	
              Ø

            	
              Targeting
      professional buyers to include:

            


    

    
      	
               
      

            	
              o

            	
              Top
      holders of direct competitor Funds

            


    

    
      	
               
      

            	
              o

            	
              Registered
      investment advisers

            


    

    
      	
               
      

            	
              o

            	
              Registered
      representatives of broker-dealers,
and

            


    

    
      	
               
      

            	
              o

            	
              Wealth
      management firms.

            


    

    


    
      	
               
      

            	
              Ø

            	
              Deploy
      sales team resources as needed to target
  market(s).

            


    

    


    
      	
               
      

            	
              Ø

            	
              Assist
      with the market positioning of your
Funds.

            


    

    


    
      	
               
      

            	
              Ø

            	
              Attendance
      at relevant industry conferences, as
  appropriate.

            


    

    
      	
               
      

            	
              Ø

            	
              Scalable
      distribution solutions to match your stage of
  growth.

            


    

    


    
      	
               
      

            	
              Ø

            	
              Assist
      with building brand awareness and
credibility.

            


    

     

    
      	
               
      

            	
              Ø

            	
              For
      a Fund for which Foreside does not serve as Distributor, Foreside shall
      complete its review of the sales and advertising material within three
      days of receipt of approval of the material by the Fund’s
      Distributor.  For Funds for which Foreside serves as
      Distributor, Foreside shall abide by the time frames set forth in the
      Distribution Agreement(s) between Foreside and such
  Funds.

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Exhibit
C

    


    Compensation

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Recurring
      Fees

                            	 
      	
                              Per
      Month

                            
	 
      	 
      	 
      
	
                              Monthly
      Base Fee – paid
      until Funds individually or collectively reach at least $7,500 per month
      in asset-based fees received.

                            	 
      	
                              $7,500

                               

                            
	
                              Asset-Based
      Fee for Corn  Fund

                            	 
      	
                              Rate

                            
	 
      	 
      	 
      
	
                              All
      Assets

                            	 
      	
                              5
      basis points (0.05%) per annum on the total Net Assets in each Fund, such
      fee to be calculated and billed monthly.

                            
	 
      	 
      	 
      
	
                              Asset-Based
      Fee for all Funds

                              except
      Corn  Fund

                            	 
      	
                              Rate

                            
	 
      	 
      	 
      
	
                              All
      Assets

                            	 
      	
                              9
      basis points (0.09%) per annum on the total Net Assets in each Fund listed
      in Exhibit A, such fee to be calculated and billed
  monthly.

                            


                    

                  

                

              

            

          

        

      

    

    


    OUT-OF-POCKET
EXPENSES

    


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

    


    
      	
               
      

            	
              (i)

            	
              communications;

            


    

    
      	
               
      

            	
              (ii)

            	
              postage
      and delivery services;

            


    

    
      	
               
      

            	
              (iii)

            	
              record
      storage and retention (imaging, microfilm and shareholder record
      storage);

            


    

    
      	
               
      

            	
              (iv)

            	
              reproduction;

            


    

    
      	
               
      

            	
              (v)

            	
              reasonable
      travel expenses incurred in connection with the provision of the Services;
      and

            


    

    
      	
               
      

            	
              (vi)

            	
              any
      other expenses incurred in connection with the provision of the
      Services.

            


    

    


    
      	
               
      

            	
              Ø

            	
              All fees are subject to a CPI
      adjustment based on each contract
    anniversary.

            


    

     

    
      
         


      

      
        15