EX-10.16 3 f10k2019ex10-16_etfmanagers.htm FEE WAIVER AGREEMENT WITH RESPECT TO BDRY
FEE WAIVER AGREEMENT
ETF MANAGERS GROUP COMMODITY TRUST I
FEE WAIVER AGREEMENT, effective as of June 1, 2019, by and between ETF Managers Capital LLC (“ETFMC”) and Breakwave Advisors LLC (“Breakwave”).
WHEREAS, ETFMC and Breakwave have entered into a Licensing and Services Agreement, dated March 1, 2018 (the “CTA Agreement”), pursuant which Breakwave provides services as the commodity trading adviser to the Breakwave Dry Bulk Shipping ETF (the “Fund”), a series of ETF Managers Group Commodity Trust I (the “Trust”), for compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, ETFMC and Breakwave have determined that it is appropriate and in the best interests of the Fund and its shareholders to maintain the expenses of the Fund, and, therefore, have entered into this Fee Waiver Agreement (the “Agreement”), in order to maintain the expense ratio of the Fund at the level specified in Section 1.2 hereto; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged the parties hereto agree as follows:
1. Expense Limitation.
1.1 APPLICABLE EXPENSE LIMIT. Breakwave shall waive such portion of the fee payable to it under the CTA Agreement relating to the Fund as is necessary to reduce the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to, fees payable Breakwave (but excluding brokerage fees, interest expenses, and extraordinary expenses) (“Fund Operating Expenses”) to the Operating Expense Limit, as defined in Section 1.2 below. For the avoidance of doubt, in no event shall Breakwave be responsible for waiving its fee or reimbursing Fund expenses in excess of the fee Breakwave receives under the CTA Agreement in any fiscal year.
1.2 OPERATING EXPENSE LIMIT. The maximum Operating Expense Limit in any year with respect to the Fund shall be 3.50% of the average daily net assets of the Fund.
2. Term and Termination of Agreement.
This Agreement shall continue in effect through September 30, 2020, and from year to year thereafter at the option of ETFMC. This Agreement shall terminate automatically upon the termination of the CTA Agreement.
3.1 CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions thereof or otherwise affect their construction or effect.
3.2 INTERPRETATION. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Trust’s Declaration of Trust and Trust Agreement, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound.
3.3 DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to, the advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the CTA Agreement or the Fund’s current registration statement, shall have the same meaning as and be resolved by reference to such CTA Agreement or registration statement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, effective as of the day and year first above written.
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| ||ETF Managers Capital LLC|
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| ||By: ||/s/ Samuel Masucci, III|
| ||Name: Samuel Masucci, III|
| ||Title: Chief Executive Officer|
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| ||Breakwave Advisors LLC|
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| ||By: ||/s/ John Kartsonas|
| ||Name: John Kartsonas|
| ||Title: Managing Partner|