FOURTH AMENDMENT TO

SECURITIES LENDING AGREEMENT

THIS FOURTH AMENDMENT TO SECURITIES LENDING AGREEMENT ("Second Amendment"), dated effective as of October 1, 2021, is made and entered into by and between U.S. Bank National Association ("Bank") and ETF Managers Trust ("Trust"), on behalf of each respective series identified in Exhibit C to the Agreement (each such series hereinafter referred to as a separate "Customer").

WITNESSETH:

WHEREAS, U.S. Bank and Trust, on behalf of each of its Customers, are parties to that certain Securities Lending Agreement, dated effective as of January 8, 2016, as amended effective as of October 3, 2016 ("Agreement"); and

WHEREAS, the parties now desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual premises, covenants and undertakings set forth herein, the parties hereto agree as follows:

1.Election of Collateral Investment. The Election of Collateral Investment attached as Exhibit D to the Agreement shall hereby be deleted and replaced by the Election of Collateral Investment attached as Exhibit D to this Fourth Amendment.

2.Full Force and Effect. Except as specifically modified by this Fourth Amendment, the Agreement shall remain in full force and effect. All references to the Agreement shall be deemed to mean the Agreement as modified by this Fourth Amendment.

3.Counterparts. This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the undersigned parties have executed this Fourth Amendment effective as of the day and year first above written.

U.S. BANK NATIONAL ASSOCIATION		ETF MANAGERS TRUST
By:	/s/ Jill Stevenson	By:	/s/ John A. Flanagan
Name:	Jill Stevenson	Name:	John A. Flanagan
Title:	Vice President	Title:	Treasurer

EXHIBIT D

ELECTION OF COLLATERAL INVESTMENT

U.S. Bank, N.A.

800 Nicollet Mall

Minneapolis, MN 55402

Ladies and Gentlemen:

Pursuant to the Securities Lending Agreement, as may be amended from time to time ("Agreement") between U.S. Bank National Association ("Bank") and ETF Managers Trust, on behalf of each respective series identified in Exhibit C to the Agreement (each such series hereinafter referred to as a separate "Customer"), Trust desires to elect the Collateral Investment into which Cash Collateral and Proceeds are invested (as such terms are defined in the Agreement).

Customer hereby requests that Mount Vernon Liquid Assets Portfolio, LLC ("MVL") be designated as a Collateral Investment pursuant to Section 1 of the Agreement, effective as of the date on which the subscription agreement relating to MVL has been fully executed by Customer and Bank. Customer hereby requests that ETFMG Sit Ultra Short EFT, a series of ETF Managers Trust ("VALT") be designated as an additional Collateral Investment pursuant to Section 1 of the Agreement, effective as of the effective date of the Second Amendment. Customer represents and warrants that it is familiar with the Investment Company Act of 1940, as amended, and that it has reviewed and understands the most recent prospectus relating to VALT. Trust, on behalf of each Customer, covenants and agrees that no more than (i) thirty three percent (33%) of the Collateral Account of ETFMG Prime Cyber Security ETF and ETF Prime Mobile Payments ETF; and (ii) twenty percent (20%) of each other Customer's Collateral Account may be invested in VALT ("VALT Ceiling Level"), measured at the time of purchase. Trust, on behalf of each Customer, further covenants and agrees that in the event more than fifty percent (50%) of Customer's Collateral Account becomes invested in VALT for any reason, Customer shall promptly redeem units of VALT and/or take such other actions as may be necessary to restore the investment in VALT within Customer's Collateral Account to or below the VALT Ceiling Level.

Customer acknowledges and understands that Customer's use of VALT as a Collateral Investment is likely to periodically result in Loans which incur losses ("Negative Loans"). Customer agrees that any losses to Customer or Bank due to Negative Loans or Customer's use of VALT as a Collateral Investment shall be the sole responsibility of Customer and Bank shall be promptly reimbursed for any such losses, including lost profits, and shall have no liability in connection therewith. Customer shall provide written instruction to Bank from time to time directing the respective amounts and proportions of Customer's Cash Collateral to be invested in MVL and VALT, and Bank shall exercise reasonable care and efforts to follow such instructions, subject to the limitations set forth above.

These elections to use MVL and VALT do not otherwise amend the terms of the Agreement including, without limitation, (1) Customer's understanding that it bears the risks of investment loss, including any decline in value of Cash Collateral investments, and (2) Customer's agreement that, to the extent any loss arising out of investments of Cash Collateral

results in a deficiency in the amount of Collateral available for return to a Borrower, Customer shall pay to Bank, on demand, cash in an amount equal to such deficiency. Customer shall be responsible for payment of any overdraft charges incurred in connection with Customer's use of VALT as a Collateral Investment, including without limitation any overdraft charges resulting from unsettled redemptions that may be required to return Collateral to Borrowers.

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Please acknowledge your agreement to the terms set out above by signing and dating where indicated below.

ETF MANAGERS TRUST, on behalf of each Customer listed on Exhibit C to the Agreement		ACKNOWLEDGED: U.S. BANK NATIONAL ASSOCIATION
By:	/s/ John A. Flanagan	By:	/s/ Jill Stevenson
Name:	John A. Flanagan	Name:	Jill Stevenson
Title:	Treasurer	Title:	Vice President
Date:	10/13/21	Date:	October 14, 2021