Attachment: 10-Q

tct_ex101.htm

EXHIBIT 10.1

 

FIFTH AMENDMENT TO

AMENDED AND RESTATED
DISTRIBUTION SERVICES AGREEMENT

 

This fifth amendment (the “Amendment”) to the Amended and Restated Distribution Agreement (the “Agreement”) dated as of November 17, 2010 by and among Teucrium Trading, LLC (the “Sponsor”), Teucrium Commodity Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of __December 2, 2020__the “Effective Date”).

 

WHEREAS, the Sponsor, the Trust and Foreside (the “Parties”) desire to amend the Agreement to reflect the addition of one Fund; and

 

WHEREAS, pursuant to Section 8(b) of the Agreement, no provisions may be changed, waived, discharged or terminated except by an instrument in writing and signed by the Parties.

 

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

 

1.         Exhibit A to the Agreement is hereby deleted and replaced in its entirety by the Exhibit A attached hereto.

 

2.         Exhibit B to the Agreement is hereby deleted and replaced in its entirety by the Exhibit B attached hereto.

 

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

 

4.         This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date. 

 

FORESIDE FUND SERVICES, LLC 

 

TEUCRIUM TRADING, LLC

 

 

 

By: ________________________ 

 

By: ___________________________

Mark Fairbanks, Vice President  

 

 

 

 

Name: _______Sal Gilbertie__________

 

 

 

 

 

Title:__________CEO_____________

 

TEUCRIUM COMMODITY TRUST

 

By: ________________________

 

Name: ______Sal Gilbertie________

 

Title: _________CEO____________

 

 
1
 

 

Schedule 1

 

 

EXHIBIT A

 

Teucrium Corn Fund

Teucrium Soybean Fund

Teucrium Sugar Fund

Teucrium Wheat Fund

Teucrium Water Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
2
 

 

Schedule 2

EXHIBIT B

 

Fee Schedule*

 

Fixed Fee        

Rate

 

Base Fee

 

$100,000 per annum, calculated and billed monthly

 

Asset-Based Fee

Rate

 

Basis point fee on all assets under management for Funds listed in Exhibit A

 

One basis point (0.01%) per annum on the total average net assets of the Funds listed in Exhibit A.  Such fee to be calculated and billed monthly.

 

  

The maximum fees to be received by Foreside per Fund over the two years of each Offering:

 

CORN:

 

$370,000 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has $1,201,888,182 in average net assets over the first two years of distribution.

 

 

 

SOYBEAN:

 

$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.

 

 

 

SUGAR:

 

$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.

 

 

 

WHEAT:

 

$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.

 

 

 

WATER:

 

$85,270.66 (Allocated base fee plus 1 basis point per annum on total gross offering proceeds). This maximum assumes that the Fund has a constant $250 million in average net assets over the first two years of distribution.

  

Out-Of-Pocket and Related Expenses

 

The Adviser shall also reimburse Distributor for all FINRA filing fees related to Distributor’s review of sales and advertising materials for the each Fund.

  

 
3
 

 

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

  

CORN:

 

$6,000 sales & advertising FINRA filing fees

 

 

 

SOYBEAN:

 

$6,000 sales & advertising FINRA filing fees

 

 

 

SUGAR:

 

$6,000 sales & advertising FINRA filing fees

 

 

 

WHEAT:

 

$6,000 sales & advertising FINRA filing fees

 

 

 

WATER:

 

$6,000 sales & advertising FINRA filing fees

  

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.

 

 
4

 

tct_ex311.htm

EXHIBIT 31.1

 

CERTIFICATION

 

I, Sal Gilbertie, certify that:

 

1.

I have reviewed this report on Form 10-Q of Teucrium Commodity Trust (the “registrant”);

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

 

 

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:

/s/ Sal Gilbertie

 

 

Sal Gilbertie

 

 

Chief Executive Officer

 

 

Teucrium Trading, LLC

 

 

Sponsor of Teucrium Commodity Trust

 

 

 

 

 

May 10, 2021

 

 

 

tct_ex312.htm

EXHIBIT 31.2

 

CERTIFICATION

 

I, Cory Mullen-Rusin, certify that:

 

1.

I have reviewed this report on Form 10-Q of Teucrium Commodity Trust (the “registrant”);

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

 

 

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:

/s/ Cory Mullen-Rusin

 

 

Cory Mullen-Rusin

 

 

Chief Financial Officer/Chief Accounting Officer

 

 

Teucrium Trading, LLC

 

 

Sponsor of Teucrium Commodity Trust

 

 

 

 

 

May 10, 2021

 

 

tct_ex321.htm

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. Section 1350, I, Sal Gilbertie, Principal Executive Officer of Teucrium Trading, LLC, the Sponsor of Teucrium Commodity Trust (the “Registrant”), hereby certify, to the best of my knowledge, that the Registrant’s report on Form 10-Q for the period ended March 31, 2021 (the “Report”), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:

/s/ Sal Gilbertie

 

 

Sal Gilbertie

 

 

Chief Executive Officer

 

 

Teucrium Trading, LLC, Sponsor of Teucrium Commodity Trust

 

 

 

 

 

May 10, 2021

 

 

tct_ex322.htm

EXHIBIT 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. Section 1350, I, Cory Mullen-Rusin, Principal Financial Officer of Teucrium Trading, LLC, the Sponsor of Teucrium Commodity Trust (the “Registrant”), hereby certify, to the best of my knowledge, that the Registrant’s report on Form 10-Q for the period ended March 31, 2021, (the “Report”), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:

/s/ Cory Mullen-Rusin

 

 

Cory Mullen-Rusin

 

 

Chief Financial Officer/Chief Accounting Officer

 

 

Teucrium Trading, LLC, Sponsor of Teucrium Commodity Trust

 

 

 

 

 

May 10, 2021

 

 

tct-20210331.xsd
Attachment: XBRL SCHEMA FILE

tct-20210331_cal.xml
Attachment: XBRL CALCULATION FILE

tct-20210331_def.xml
Attachment: XBRL DEFINITION FILE

tct-20210331_lab.xml
Attachment: XBRL LABEL FILE

tct-20210331_pre.xml
Attachment: XBRL PRESENTATION FILE