0000894189-16-011504 Sample Contracts

AMENDED AND RESTATED ETF MANAGERS TRUST INVESTMENT ADVISORY AGREEMENT with ETF MANAGERS GROUP, LLC
Investment Advisory Agreement • August 25th, 2016 • ETF Managers Trust • Delaware

WHEREAS, the Trust is an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and

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PENSERRA CAPITAL MANAGEMENT LLC INTERIM SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 25th, 2016 • ETF Managers Trust • New York

Interim Sub-Advisory Agreement (this “Agreement”) entered into on April 20, 2016, by and between Factor Advisors, LLC, a Delaware limited liability company with its principal place of business at 30 Maple Avenue, Summit, New Jersey 07901 (the “Adviser”), and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub- Adviser”).

FIFTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 25th, 2016 • ETF Managers Trust

THIS FIFTH AMENDMENT dated as of the 25th day of February, 2016, to the Fund Accounting Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014, June 12, 2015 and August 25, 2015 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("Fund Services").

FIFTH AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • August 25th, 2016 • ETF Managers Trust

THIS FIFTH AMENDMENT dated as of the 25th day of February, 2016, to the Custody Agreement dated as of September 12, 2012, as amended January 25, 2013, October 16, 2014, June 12, 2015 and August 25, 2015 (the "Agreement"), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the "Custodian").

Amendment No. 4 to Distribution Agreement
Distribution Agreement • August 25th, 2016 • ETF Managers Trust

This Amendment No. 4, dated as of August 10, 2016 (the “Effective Date”), to the Distribution Agreement (this “Amendment”), by and between ETF Managers Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”).

AMENDED AND RESTATED PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 25th, 2016 • ETF Managers Trust • New York

Amended and Restated Sub-Advisory Agreement (this “Agreement”) entered into as of the 24th day of May, 2016, by and between Factor Advisors, LLC, a Delaware limited liability company with its principal place of business at 30 Maple Street #2, Summit, New Jersey 07901 (the “Adviser”), and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub-Adviser”).

FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 25th, 2016 • ETF Managers Trust

THIS FIFTH AMENDMENT dated as of the 25th day of February, 2016, to the Fund Administration Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014, June 12, 2015 and August 25, 2015 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("Fund Services").

FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 25th, 2016 • ETF Managers Trust

THIS FIFTH AMENDMENT dated as of the 25th day of February, 2016, to the Transfer Agent Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014, June 12, 2015 and August 25, 2015 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("Fund Services").

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