DBX Etf Trust Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 26th, 2019 • DBX ETF Trust • New York

AGREEMENT made this 15th day of August, 2013, as amended May 20, 2014, July 23, 2015 and February 14, 2017 between DBX Advisors LLC (the “Adviser”) and Harvest Global Investments Limited (the “Sub-Adviser”). ·

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CUSTODY AGREEMENT
Custody Agreement • May 11th, 2011 • DBX ETF Trust • New York

AGREEMENT, dated as of January 31, 2011, between DBX ETF Trust, a Delaware statutory trust, having its principal office and place of business at 60 Wall Street, New York, New York 10005 (the “Trust”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2012 • DBX ETF Trust • New York

THIS AGREEMENT is made as of October 11, 2011, between DBX ETF Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 21st, 2022 • DBX Etf Trust • New York

Agreement made as of January 31, 2011 and amended as of August 10, 2021, between DBX ETF TRUST (the “Company”), a Delaware statutory trust, and DBX ADVISORS LLC (the “Adviser”), a Delaware limited liability company.

Contract
Sub-Advisory Agreement • January 24th, 2024 • DBX Etf Trust • New York

Certain identified information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the Registrant if publicly disclosed.

DBX ADVISORS LLC
DBX Etf Trust • December 21st, 2022

This letter confirms the agreement of DBX Advisors LLC (the “Adviser”) with the Trust to limit the Fund’s current Operating Expenses by waiving fees and/or reimbursing expenses or otherwise making a payment to the Fund, on a monthly basis, in an amount such that the Fund’s Operating Expenses do not exceed 0.20% of the Fund’s average daily net assets. The term “Operating Expenses” with respect to the Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund, including the Adviser’s investment advisory or management fee detailed in the Investment Advisory Agreement between the Trust and the Adviser (the “Advisory Agreement”) and other expenses described in the Advisory Agreement, but does not include interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • June 17th, 2022 • DBX Etf Trust

THIS AGREEMENT, dated as of January 19, 2022 between Morningstar Funds Trust on behalf of its series listed on Schedule A, severally and not jointly (each, an "Acquiring Fund"), and DBX ETF Trust, on behalf of each Acquired Fund listed on Schedule B, severally and not jointly (each, an "Acquired Fund" and together with the Acquiring Funds, the "Funds").

DBX ETF TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 20th, 2023 • DBX Etf Trust • New York

THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”) is dated as of the 14th day of December, 2023 by and between DBX ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of the series listed on Schedule A hereto (the “Funds”), and DBX Advisors LLC (“DBX” or the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2013 • DBX ETF Trust • New York

Agreement made as of January 31, 2011 between DBX ETF TRUST (the “Company”), a Delaware statutory trust, and DBX ADVISORS LLC (the “Adviser”), a Delaware limited liability company.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • May 11th, 2011 • DBX ETF Trust • New York

AGREEMENT made as of the 31st day of January, 2011 by and between DBX ETF Trust (hereinafter the “Trust”) and each portfolio of the Trust identified on Appendix I hereto (as such Appendix may be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

AUTHORIZED PARTICIPANT AGREEMENT FOR DBX ETF TRUST
Authorized Participant Agreement • May 11th, 2011 • DBX ETF Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and _______________________________ (the “Authorized Participant” or “AP”) and is subject to acceptance by The Bank of New York Mellon (“ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the DBX ETF Trust (the “Company”) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Company shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Company acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, no par value per share

CORPORATE SERVICES AGREEMENT
Corporate Services Agreement • June 17th, 2022 • DBX Etf Trust • New York

THIS CORPORATE SERVICES AGREEMENT (this “Agreement”) is made as of July 6th 2016, by and between DBX ETF Trust (the “Trust”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY Mellon”).

db X-trackers Regulated Utilities Fund SUB-ADVISORY AGREEMENT DBX ADVISORS LLC New York, New York 10005
Sub-Advisory Agreement • May 21st, 2013 • DBX ETF Trust • New York

AGREEMENT made this 25th day of March, 2013, between DBX ADVISORS LLC (“us”, “we” or the “Adviser”) and RREEF AMERICA L.L.C. (“you”, “your” or the “Sub-Adviser”), on behalf of db X-trackers Regulated Utilities Fund (the “Fund”), a series of DBX ETF Trust, (the “Trust”), a registered open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a statutory trust under the laws of the State of Delaware. In furtherance of such duties to the Fund, and with the approval of the Fund, we wish to avail ourselves of your investment advisory and investment management services. Accordingly, with the acceptance of the Fund, we hereby agree with you as follows for the duration of this Agreement:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 17th, 2023 • DBX Etf Trust • New York

Agreement made as of January 31, 2011 and amended as of August 10, 2021, between DBX ETF TRUST (the “Company”), a Delaware statutory trust, and DBX ADVISORS LLC (the “Adviser”), a Delaware limited liability company.

AMENDMENT TO CORPORATE SERVICES AGREEMENT
Corporate Services Agreement • December 20th, 2023 • DBX Etf Trust

This Amendment, dated as of December 11, 2023, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNYM”) who are parties to the Corporate Services Agreement dated July 6, 2016 (the “Agreement”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 11th, 2011 • DBX ETF Trust • New York

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as of January 31, 2011, (the “Investment Advisory Agreement”) with DBX ETF Trust (the “Company”), an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a statutory trust under the laws of the State of Delaware on behalf of each Fund listed on Schedule A, as it may be amended from time to time to add or remove series (each, a “Fund”), pursuant to which the Adviser acts as adviser to the Fund;

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • June 17th, 2022 • DBX Etf Trust • Delaware

THIS AGREEMENT is made as of the 19th of January, 2022, by and among Janus Henderson Clayton Street Trust (the "Acquiring Fund Trust"), on behalf of the series identified in Schedule A, severally and not jointly (each, an "Acquiring Fund" and collectively, the "Acquiring Funds"), and DBX ETF Trust (the "Acquired Fund Trust") on behalf of its series identified on Schedule B, severally and not jointly (each, an "Acquired Fund" and collectively the "Acquired Funds" and together with the Acquiring Funds, the "Funds").

DBX ADVISORS LLC
DBX Etf Trust • December 16th, 2021

This letter confirms the agreement of DBX Advisors LLC (the “Adviser”) with the Trust to limit the Fund’s current Operating Expenses by waiving fees and/or reimbursing expenses or otherwise making a payment to the Fund, on a monthly basis, in an amount such that the Fund’s Operating Expenses do not exceed 0.20%. The term “Operating Expenses” with respect to the Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund, including the Adviser’s investment advisory or management fee detailed in the Investment Advisory Agreement between the Trust and the Adviser (the “Advisory Agreement”) and other expenses described in the Advisory Agreement, but does not include interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses.

AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Administration and Accounting Agreement • December 20th, 2023 • DBX Etf Trust

This Amendment, dated as of December 11, 2023, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNYM”) who are parties to the Fund Administration and Accounting Agreement dated January 31, 2011 (the “Agreement”).

DBX ETF TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 24th, 2023 • DBX Etf Trust • New York

THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”) is dated as of the 11th day of May, 2023 by and between DBX ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of the series listed on Schedule A hereto (the “Funds”), and DBX Advisors LLC (“DBX” or the “Adviser”).

DBX ADVISORS LLC
DBX Etf Trust • December 17th, 2020

This letter confirms the agreement of DBX Advisors LLC (the “Adviser”) with the Trust to limit the Fund’s current Operating Expenses by waiving fees and/or reimbursing expenses or otherwise making a payment to the Fund, on a monthly basis, in an amount such that the Fund’s Operating Expenses do not exceed 0.20%. The term “Operating Expenses” with respect to the Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund, including the Adviser’s investment advisory or management fee detailed in the Investment Advisory Agreement between the Trust and the Adviser (the “Advisory Agreement”) and other expenses described in the Advisory Agreement, but does not include interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses.

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DBX ADVISORS LLC
DBX Etf Trust • December 20th, 2023

This letter confirms the agreement of DBX Advisors LLC (the “Adviser”) with the Trust to limit the Fund’s current Operating Expenses by waiving fees and/or reimbursing expenses or otherwise making a payment to the Fund, on a monthly basis, in an amount such that the Fund’s Operating Expenses do not exceed 0.20% of the Fund’s average daily net assets. The term “Operating Expenses” with respect to the Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund, including the Adviser’s investment advisory or management fee detailed in the Investment Advisory Agreement between the Trust and the Adviser (the “Advisory Agreement”) and other expenses described in the Advisory Agreement, but does not include interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2023 • DBX Etf Trust • New York

Agreement made as of January 31, 2011 and amended as of August 10, 2021, between DBX ETF TRUST (the “Company”), a Delaware statutory trust, and DBX ADVISORS LLC (the “Adviser”), a Delaware limited liability company.

DBX ETF TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 16th, 2021 • DBX Etf Trust • New York

THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”) is dated as of the 18th day of October, 2021 by and between DBX ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of the series listed on Schedule A hereto (the “Funds”), and DBX Advisors LLC (“DBX” or the “Adviser”).

AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT THIS AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT ("Amendment") is made effective as of the 8th day of September 2015 (the "Effective Date"), by and between THE BANK OF NEW YORK...
Securities Lending Authorization Agreement • January 29th, 2016 • DBX ETF Trust

AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT THIS AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT ("Amendment") is made effective as of the 8th day of September 2015 (the "Effective Date"), by and between THE BANK OF NEW YORK MELLON, ("Bank"), and DBX ETF TRUST (the "Client"), with respect to each of the funds identified on Attachment 1 hereto, as amended, modified or supplemented from time to time (each a "Lender" and collectively the "Lenders"). WHEREAS, the Client and Bank have entered into a certain Securities Lending Authorization Agreement dated as of April 29, 2015 (as amended, modified or supplemented from time to time, the "Agreement"); and WHEREAS, the Client and the Lending Agent desire to amend the Agreement in certain respects as hereinafter provided: NOW, THEREFORE, the parties hereto, each intending to be legally bound, do hereby agree as follows: 1. From and after the Effective Date, the Agreement is hereby amended by deleting Attachment 1 therefrom i

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • December 16th, 2021 • DBX Etf Trust

This Amendment, dated as of November 16, 2021, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNYM”) who are parties to the Custody Agreement dated January 31, 2011 (the “Agreement”).

AMENDMENT TO CORPORATE SERVICES AGREEMENT
Corporate Services Agreement • September 27th, 2023 • DBX Etf Trust

This Amendment, dated as of August 15, 2023, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNYM”) who are parties to the Corporate Services Agreement dated July 6, 2016 (the “Agreement”).

DBX ADVISORS LLC
DBX Etf Trust • December 17th, 2020

This letter confirms the agreement of DBX Advisors LLC (the “Adviser”) with the Trust to limit the Fund’s current Operating Expenses by waiving fees and/or reimbursing expenses or otherwise making a payment to the Fund, on a monthly basis, in an amount such that the Fund’s Operating Expenses do not exceed 0.10%. The term “Operating Expenses” with respect to the Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund, including the Adviser’s investment advisory or management fee detailed in the Investment Advisory Agreement between the Trust and the Adviser (the “Advisory Agreement”) and other expenses described in the Advisory Agreement, but does not include interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses.

AMENDMENT 18
DBX Etf Trust • May 24th, 2023

This amendment (the “Amendment”) between the parties signing below (“Parties”') amends the Existing Agreement as of May 11, 2023 (the “Effective Date”):

Amendment No. 1 to Distribution Agreement
Distribution Agreement • September 25th, 2018 • DBX ETF Trust

This Amendment No. 1 to the Distribution Agreement (this “Amendment”) by and between DBX ETF Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation, (“ALPS”) is dated as of June 22, 2018.

Amendment No. 15 to Distribution Agreement
Distribution Agreement • December 21st, 2016 • DBX ETF Trust

This Amendment, dated as of September 21, 2016, to the Distribution Agreement (this “Amendment”), by and between DBX ETF 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 (the “Distributor”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • May 11th, 2011 • DBX ETF Trust • New York

AGREEMENT made as of January 31, 2011 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • January 9th, 2020 • DBX Etf Trust

This Amendment, dated as of December 6, 2019, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNYM”) who are parties to the Custody Agreement dated January 31, 2011 (the “Agreement”).

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