FEE WAIVER AGREEMENT ETF MANAGERS GROUP COMMODITY TRUST I

Exhibit 10.13

FEE WAIVER AGREEMENT

ETF MANAGERS GROUP COMMODITY TRUST I

FEE WAIVER AGREEMENT, effective as of March 3, 2023, 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 3, 2023 (the “CTA Agreement”), pursuant to which Breakwave provides services as the commodity trading adviser to the Breakwave Tanker 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 (the “CTA Fees”); 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 1.3 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 CTA Fees 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 1.3 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 RECOUPMENT OF EXPENSES. Any CTA Fees waived by Breakwave are subject to reimbursement to Breakwave by ETFMC whenever Fund Operating Expenses are below the Operating Expense Limit, as defined in Section 1.3 below. However, no repayment will be made if such repayment causes the Fund Operating Expenses after the repayment to exceed either (i) the Operating Expense Limit in place at the time such amounts were waived, or (ii) the Fund’s then current Operating Expense Limit. Such reimbursement is limited to three years from the date the amount is initially waived by Breakwave.

1.3 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 February 28, 2025, and from year to year thereafter at the option of ETFMC. This Agreement shall terminate automatically upon the termination of the CTA Agreement.

3. Miscellaneous.

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.

	ETF Managers Capital LLC
	By:	/s/ Xxxxxx Xxxxxxx, III
	Name:	Xxxxxx Xxxxxxx, XXX
	Title:	Chief Executive Officer
	Breakwave Advisors LLC
	By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Managing Partner