Attachment: PRELIMINARY REGISTRATION STATEMENT

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Exhibit (d)(4)

SCHEDULE A

to the AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT, AS AMENDED

ETF MANAGERS TRUST

and

ETF MANAGERS GROUP, LLC

As Amended August 24, 2021

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance the following fee schedule:

Fund			Rate			Effective Date
ETFMG Prime Junior Silver Miners ETF			0.69%			April 17, 2014
ETFMG Prime Cyber Security ETF			0.60%			October 16, 2014
ETFMG Prime Mobile Payments ETF			0.75%			June 5, 2015
ETFMG Alternative Harvest ETF			0.75%			September 10, 2015
BlueStar Israel Technology ETF			0.75%			September 10, 2015
Etho Climate Leadership U.S. ETF			0.45%			September 10, 2015
Wedbush ETFMG Global Cloud Technology ETF			0.68%			December 2, 2015
Wedbush ETFMG Video Game Tech ETF			0.75%			December 2, 2015
AI Powered Equity ETF			0.75%			September 28, 2017
ETFMG Sit Ultra Short ETF			0.30%			June 20, 2019
ETFMG Travel Tech ETF			0.75%			January 8, 2020
ETFMG Treatments Testing and Advancements ETF			0.68%			June 9, 2020
ETFMG U.S. Alternative Harvest ETF			0.75%			March 30, 2021
ETFMG 2X Daily Alternative Harvest ETF			0.95%			March 30, 2021
ETFMG 2X Daily Video Game Tech ETF			0.95%			March 30, 2021
ETFMG Prime 2X Daily Junior Silver Miners ETF			0.95%			March 30, 2021
ETFMG Prime 2X Daily Inverse Junior Silver Miners ETF			0.95%			March 30, 2021
ETFMG 2x Daily Travel Tech ETF			0.95%			March 30, 2021
ETFMG 2X Daily Inverse Alternative Harvest ETF			0.95%			August 24, 2021
ETFMG Breakwave Sea Decarbonization Tech ETF			0.75%			August 24, 2021
ETFMG Housing Market ETF			[ ]%			August 24, 2021

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Exhibit (e)(2)

Amendment No. 6 to Amended and Restated Distribution Agreement

This Amendment No. 6, dated as of September 9, 2021 (the “Effective Date”), to the Amended and Restated Distribution Agreement (this “Amendment”), by and between ETF Managers Trust, a Delaware statutory trust (the “Trust”), and ETFMG Financial, LLC, a New Jersey limited liability company, having its principal place of business at 30 Maple Street, Suite 2, Summit, New Jersey 07901 (the “Distributor”).

WHEREAS, the Trust and the Distributor entered into an Amended and Restated Distribution Agreement dated as of December 26, 2017, as in effect prior to giving effect to this Amendment (the “Agreement”); and

WHEREAS, the Trust and the Distributor wish to amend the Agreement to add five new Funds to be offered under the Trust.

NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:

1. Effective as of September 9, 2021, Appendix A (List of Fund(s)) of the Agreement is hereby deleted in its entirety and replaced with a new Appendix A (List of Fund(s)) attached hereto.

 

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.  Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

 

ETF MANAGERS TRUST			ETFMG FINANCIAL LLC
By: /s/ Sam Masucci			By: /s/ Sam Masucci
Name:  Sam Masucci			Name:  Sam Masucci
Title:  CEO & CMO			Title:  CEO

 

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Exhibit (e)(2)

 

APPENDIX A

 

LIST OF FUND(S)

 

Fund			Ticker Symbol
ETFMG Prime Cyber Security ETF			HACK
ETMFG Prime Junior Silver Miners ETF			SILJ
ETFMG Prime Mobile Payments ETF			IPAY
ETFMG Alternative Harvest ETF			MJ
BlueStar Israel Technology ETF			ITEQ
Etho Climate Leadership U.S. ETF			ETHO
Wedbush ETFMG Global Cloud Technology ETF			IVES
Wedbush ETFMG Video Game Tech ETF			GAMR
AI Powered Equity ETF			AIEQ
ETFMG Sit Ultra Short ETF			VALT
ETFMG Travel Tech ETF			AWAY
ETFMG Treatments Testing and Advancements ETF			GERM
ETFMG U.S. Alternative Harvest ETF			MJUS
ETFMG 2X Daily Alternative Harvest ETF			MJXL
ETFMG 2X Daily Video Game Tech ETF			GAMX
ETFMG Prime 2X Daily Junior Silver Miners ETF			SILX
ETFMG Prime 2X Daily Inverse Junior Silver Miners ETF			SINV
ETFMG 2x Daily Travel Tech ETF			AWYX
ETFMG 2X Daily Inverse Alternative Harvest ETF			MJIN
ETFMG Breakwave Sea Decarbonization Tech ETF			BSEA
ETFMG Prime Real Estate Tech ETF			[ ]

 

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AMENDMENT TO THE ETF MANAGERS TRUST

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS AMENDMENT, effective as of the last date on the signature block, to the Amended and Restated Custody Agreement, dated as of May 1, 2021, (the “Agreement”), is entered into by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”) and ETF MANAGERS TRUST, a Delaware statutory trust (the “Trust”).

RECITALS

    WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to add funds to its Series, and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by the Parties and authorized or approved by the Board of Trustees of the Trust.

NOW, THEREFORE, the parties hereby agree that

Exhibit B is hereby superseded and replaced in its entirety with Exhibit B attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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

ETF MANAGERS TRUST

U.S. BANK NATIONAL ASSOCIATION

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

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EXHIBIT B

to the Custody Agreement

Separate Series of ETF Managers Trust

ETFMG Prime Junior Silver Miners ETF

ETFMG Prime Cyber Security ETF

ETFMG Prime Mobile Payments ETF

BlueStar Israel Technology ETF

Etho Climate Leadership U.S. ETF

Wedbush ETFMG Global Cloud Technology ETF

Wedbush ETFMG Video Game Tech ETF

AI Powered Equity ETF

ETFMG Sit Ultra Short ETF

ETFMG Travel Tech ETF

ETFMG Treatments, Testing and Advancements ETF

ETFMG Alternative Harvest

ETFMG U.S. Alternative Harvest ETF

ETFMG 2X Alternative Harvest ETF

ETFMG Prime 2x Daily Junior Silver Miners ETF

ETFMG Prime 2x Daily Inverse Junior Silver Miners ETF

ETFMG 2x Daily Travel Tech ETF

ETFMG 2x Daily Video Game Tech ETF

ETFMG Breakwave Sea Decarbonization Tech ETF

ETFMG Real Estate Tech ETF

ETFMG 2X Daily Inverse Alternative Harvest ETF

2

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AMENDMENT TO THE ETF MANAGERS TRUST

FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT, effective as of the last date on the signature page, to the Amended and Restated Fund Servicing Agreement, dated as of May 1, 2021, (the “Agreement”), is entered into by and between U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”) and ETF MANAGERS TRUST , a Delaware statutory trust (the “Trust”) and ETF MANAGERS GROUP, LLC, a Delaware limited liability company (“ETFMG”) solely with respect to Paragraphs 25 and 26 of the Agreement.

RECITALS

    WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to add Funds to its Series, and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by the parties.

NOW, THEREFORE, the parties hereby agree that

Exhibit A is hereby superseded and replaced in its entirety with Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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

ETF MANAGERS TRUST

U.S. BANCORP FUND SERVICES, LLC

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

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Exhibit A to the Fund Accounting Servicing Agreement

Separate Series of ETF Managers Trust

ETFMG Prime Junior Silver Miners ETF

ETFMG Prime Cyber Security ETF

ETFMG Prime Mobile Payments ETF

BlueStar Israel Technology ETF

Etho Climate Leadership U.S. ETF

Wedbush ETFMG Global Cloud Technology ETF

Wedbush ETFMG Video Game Tech ETF

AI Powered Equity ETF

ETFMG Sit Ultra Short ETF

ETFMG Travel Tech ETF

ETFMG Treatments, Testing and Advancements ETF

ETFMG Alternative Harvest

ETFMG U.S. Alternative Harvest ETF

ETFMG 2X Alternative Harvest ETF

ETFMG Prime 2x Daily Junior Silver Miners ETF

ETFMG Prime 2x Daily Inverse Junior Silver Miners ETF

ETFMG 2x Daily Travel Tech ETF

ETFMG 2x Daily Video Game Tech ETF

ETFMG Breakwave Sea Decarbonization Tech ETF

ETFMG Real Estate Tech ETF

ETFMG 2X Daily Inverse Alternative Harvest ETF

2

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September 16, 2021

ETF Managers Trust

30 Maple Street, 2nd Floor

Summit, NJ 07901

Ladies and Gentlemen:

We have acted as counsel for ETF Managers Trust (the “Trust”) in connection with the offer by the Trust of an unlimited number of shares of beneficial interest of the Trust. We have participated in the preparation of Post-Effective Amendment No. 145 to the Trust's Registration Statement (the “Registration Statement”) on Form N-1A relating to the shares of beneficial interest of the ETFMG Breakwave Sea Decarbonization Tech ETF (the “Shares”) of the Trust to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (“1933 Act”), on or about September 16, 2021.

In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments, including the Agreement and Declaration of Trust of the Trust, dated June 30, 2009 (the “Declaration of Trust”), and have made such other investigations, as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.

We express no opinion herein as to any laws other than Chapter 38 of Title 12 of the Delaware Code Annotated, as amended, entitled “Treatment of Delaware Statutory Trusts” (the “Delaware Statutory Trust Act”) and the federal laws of the United States.  We call to your attention that our opinion herein is based solely upon our examination of the Delaware Statutory Trust Act as currently in effect.

This letter expresses our opinion as to the provisions of the Trust's Declaration of Trust, but does not extend to the Delaware Uniform Securities Act, or to other state securities laws.

Based upon the foregoing and subject to the qualifications set forth herein, we hereby advise you that, in our opinion:

1.The Trust is validly existing as a statutory trust under the laws of the State of Delaware.

2.The Trust is authorized to issue an unlimited number of shares of beneficial interest, the Shares have been duly and validly authorized by all action of the Trustees of the Trust, and no action of the shareholders of the Trust is required in such connection.

3.The Shares, when issued in accordance with the Trust’s Declaration of Trust and by-laws, will be legally issued, fully paid and non-assessable by the Trust.

We understand that this opinion is to be used in connection with the registration of the Shares for offering and sale pursuant to the 1933 Act. We consent to the filing of this opinion with and as a part of the Registration Statement. In giving such consent, we do not thereby

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ETF Managers Trust
September 16, 2021
Page 2

admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations promulgated thereunder. We also hereby consent to the use of our name as legal counsel in the Registration Statement.

Very truly yours,

/s/ SULLIVAN & WORCESTER

SULLIVAN & WORCESTER LLP

EDS

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Exhibit (m)(2)

ETF Managers Trust

Amended and Restated Distribution Plan

 

SCHEDULE A

 

As Amended August 24, 2021

 

Series of ETF Managers Trust			Rule 12b-1 Fee
ETFMG Prime Cyber Security ETF			0.25% of average daily net assets
ETFMG Prime Mobile Payments ETF			0.25% of average daily net assets
Blue Star Israel Technology ETF			0.25% of average daily net assets
Etho Climate Leadership U.S. ETF			0.25% of average daily net assets
ETFMG Alternative Harvest ETF			0.25% of average daily net assets
Wedbush ETFMG Global Cloud Technology ETF			0.25% of average daily net assets
Wedbush ETFMG Video Game Tech ETF			0.25% of average daily net assets
AI Powered Equity ETF			0.25% of average daily net assets
ETFMG Sit Ultra Short ETF			0.25% of average daily net assets
ETFMG Travel Tech ETF			0.25% of average daily net assets
ETFMG Treatments Testing and Advancements ETF			0.25% of average daily net assets
ETFMG U.S. Alternative Harvest ETF			0.25% of average daily net assets
ETFMG 2X Daily Alternative Harvest ETF			0.25% of average daily net assets
ETFMG 2X Daily Video Game Tech ETF			0.25% of average daily net assets
ETFMG Prime 2X Daily Junior Silver Miners ETF			0.25% of average daily net assets
ETFMG Prime 2X Daily Inverse Junior Silver Miners ETF			0.25% of average daily net assets
ETFMG 2x Daily Travel Tech ETF			0.25% of average daily net assets
ETFMG 2X Daily Inverse Alternative Harvest ETF			0.25% of average daily net assets
ETFMG Breakwave Sea Decarbonization Tech ETF			0.25% of average daily net assets

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Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT