Exhibit 10.14


FEE
WAIVER AGREEMENT


 


ETF
MANAGERS GROUP COMMODITY TRUST I


 


FEE
WAIVER AGREEMENT, effective as of March 5, 2018, 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 February 28, 2019, 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.


 






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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, effective as
of the day and year first above written. 





	 	 	 
	 	ETF Managers Capital LLC
	 	 	 
	 	By:	/s/ Samuel
    Masucci, III
	 	Name:  Samuel Masucci,
    III
	 	Title:  Chief Executive
    Officer
	 	 	 
	 	Breakwave Advisors LLC
	 	 	 
	 	By:	/s/ John
    Kartsonas
	 	Name: John Kartsonas
	 	Title:  Managing Partner


















 






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