INVESTMENT ADVISORY AGREEMENT
Agreement made as of January 31, 2011 and amended as of
November 4, 2015, between DBX ETF TRUST (the "Company"), a Delaware
statutory trust, and DBX ADVISORS LLC (the "Adviser"), a Delaware
limited liability company.
W I T N E S S E T H:
WHEREAS, the Company is 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 series listed on Schedule A, as it
may be amended from time to time to add or remove series (each, a
"Fund");
WHEREAS, the Adviser is engaged primarily in rendering
investment advisory and management services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended ("Advisers Act");
WHEREAS, the Company wishes to retain the Adviser to provide
investment advisory and management services to the Company with
respect to each Fund of the Company; and
WHEREAS, the Adviser is willing to render such investment
advisory services to the Funds.
NOW, THEREFORE, in consideration of the premises and mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Adviser
The Company hereby appoints the Adviser to act as an
investment adviser to the Funds, subject to the supervision and
oversight the Board of Trustees (the "Board") of the Company, for the
period and on the terms set forth in this Agreement. The Adviser
accepts such appointment and agrees to render the services herein set
forth, for the compensation herein specified in Schedule A.
(a) Subject to the supervision of the Board and consistent
with its fiduciary duties to each Fund, the Adviser will manage the
investment operations and determine the composition of the portfolio
of each Fund, including the purchase, retention and disposition of the
securities and other instruments held by the Funds, in accordance with
the terms of this Agreement, each Fund's investment objective and
policies and each Fund's then-current prospectus and statement of
additional information contained in the Company's Registration
Statement on Form N-1A (the "Prospectus and SAI"), as they may be
amended or supplemented from time to time.
As part of the services it will provide hereunder, the
Adviser will:
(i) furnish continuously an investment program for each
Fund;
(ii) designate the identity and weighting of the securities
(and amount of cash, if any) to be accepted in exchange
for creation units of a Fund or that will be applicable
that day to redemption requests received by a Fund;
(iii) provide supervision of each Fund's investments and
determine from time to time what investments or
securities will be purchased, retained or sold by the
Funds and what portion, if any, of the assets of each
Fund will be held uninvested;
(iv) make changes on behalf of the Company in the
investments for each Fund;
(v) maintain books and records with respect to each Fund's
securities transactions and keep the Board fully
informed on an ongoing basis of all material facts
concerning the services provided by the Adviser
pursuant to this Agreement and the Adviser's key
personnel and operations providing services with
respect to the Funds; make regular and periodic special
reports of such additional information concerning the
same as may reasonably be requested from time to time
by the Board; and attend meetings with the Board, as
reasonably requested, to discuss the foregoing;
(vi) in accordance with procedures and methods established
by the Board, which may be amended from time to time,
the Adviser will promptly notify the Company's fund
accounting agent of securities and instruments in a
Fund which the Adviser believes should be fair valued
in accordance with the Company's Valuation Procedures.
Subject to the foregoing, the Adviser will determine
the fair value of all securities and other
investments/assets in the Funds, as necessary, and use
reasonable efforts to arrange for the provision of
valuation information or a price(s) from a party(ies)
independent of the Adviser for each security or other
investment/asset in each Fund for which market prices
are not readily available;
(vii) provide any and all material performance information,
records and supporting documentation about accounts the
Adviser manages, if appropriate, which are relevant to
the Funds and that have investment objectives,
policies, and strategies substantially similar to those
employed by the Adviser in managing the Funds that may
be reasonably necessary, under applicable laws, to
allow the Funds or their agent to present information
concerning the Adviser's prior performance in the
Company's Prospectus and SAI and any permissible
reports and materials prepared by the Funds or their
agent; and
(viii) cooperate with and provide reasonable assistance to the
Company's administrator, the Company's custodian and
foreign custodians, the Company's transfer agent and
pricing agents, the Company's officers and all other
agents and representatives of the Company, keep all
such persons fully informed as to such matters as they
may reasonably deem necessary to the performance of
their obligations to the Company, provide prompt
responses to reasonable requests made by such persons
and maintain any appropriate interfaces with each so as
to promote the efficient exchange of information.
To carry out the duties and responsibilities provided
hereunder, the Adviser is hereby authorized, as agent and attorney-in-
fact for the Company, for the account of, at the risk of and in the
name of the Funds, to place orders and issue instructions for the
Funds. In all purchases, sales and other transactions in securities
for the Funds, the Adviser is authorized to exercise full discretion
and act for the Funds in the same manner and with the same force and
effect as the Funds might or could do with respect to such purchases,
sales or other transactions, as well as with respect to all other
things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
(c) In furnishing services hereunder, the Adviser will
be subject to, and will perform its responsibilities in accordance,
with the following: (i) the Company's Agreement and Declaration of
Trust, as the same may be hereafter modified and/or amended from time
to time ("Declaration of Trust"); (ii) the By-Laws of the Company, as
the same may be hereafter modified and/or amended from time to time
("By-Laws"); (iii) the currently effective Prospectus and SAI of the
Company filed with the Securities and Exchange Commission ("SEC") and
delivered to the Adviser, as the same may be hereafter modified,
amended and/or supplemented; (iv) the 1940 Act, the Advisers Act, the
Internal Revenue Code of 1986, as amended, and the rules under each,
and all other federal and state laws or regulations applicable to the
Company and the Fund(s); (v) any order or no-action letter of the SEC
governing the operation of the Company; (vi) the rules of any
securities exchange applicable to a Fund; (vii) the Company's policies
and procedures adopted pursuant to Rule 38a-1 under the 1940 Act (the
"Compliance Manual"); and (viii) other policies, procedures and
directives adopted from time to time by the Board of the Company.
(d) The Adviser, at its expense, will furnish (i) all
necessary facilities and personnel, including salaries, expenses and
fees of any personnel required for the Adviser to faithfully perform
its duties under this Agreement; and (ii) furnish administrative
facilities, including bookkeeping, and all equipment necessary for the
efficient conduct of the Adviser's duties under this Agreement.
(e) The Adviser will select brokers and dealers to effect
all Fund transactions subject to the conditions set forth herein. The
Adviser will place all necessary orders with brokers, dealers, or
issuers, and will negotiate brokerage commissions, if applicable. The
Adviser is directed at all times to seek to execute transactions for
each Fund (i) in accordance with any written policies, practices or
procedures that may be established by the Board from time to time and
which have been provided to the Adviser, (ii) as described in the
applicable Fund's Prospectus and SAI, and (iii) in accordance with
applicable federal and state laws and regulations. In placing any
orders for the purchase or sale of investments for each Fund, in the
name of the Fund or its nominees, the Adviser will use its best
efforts to seek to obtain for the Fund "best execution," considering
all of the circumstances, and will maintain records adequate to
demonstrate compliance with this requirement. In no instance will
Fund securities be purchased from or sold to the Adviser, or any
affiliated person thereof, except in accordance with the 1940 Act, the
Advisers Act and the rules under each, and all other federal and state
laws and regulations applicable to the Company and the Funds.
(f) The Adviser is not authorized to engage in "soft-
dollar" transactions, permitted by Section 28(e) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), without the express
written approval of the Board.
(g) On occasions when the Adviser deems the purchase or
sale of a security to be in the best interest of the Fund(s) as well
as other clients of the Adviser and its affiliates, the Adviser to the
extent permitted by applicable laws and regulations, may, but will be
under no obligation to, aggregate the securities to be purchased or
sold to attempt to obtain a more favorable price or lower brokerage
commissions and efficient execution. Allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner which the
Adviser considers to be the most equitable and consistent with its
fiduciary obligations to each Fund and to its other clients over time.
The Company agrees that the Adviser and its affiliates may give advice
and take action in the performance of their duties with respect to any
of their other clients that may differ from advice given, or the
timing or nature of actions taken, with respect to the Funds. The
Company acknowledges that Adviser and its affiliates are fiduciaries
to other entities, some of which have the same or similar investment
objectives (and will hold the same or similar investments) as the
Funds, and that the Adviser will carry out its duties hereunder
together with its duties under such relationships.
(h) The Adviser will maintain and preserve all accounts,
books and records with respect to each Fund as are required of the
Funds and an investment adviser of a registered investment company
pursuant to the 1940 Act and Advisers Act and the rules thereunder and
will file with the SEC all forms pursuant to Section 13 of the
Exchange Act, with respect to its duties as are set forth herein.
(i) The Adviser will, unless and until otherwise directed
by the Board and consistent with seeking the best interest of the
Funds, exercise (or not exercise in its discretion) all rights of
security holders with respect to securities held by each Fund,
including, but not limited to: voting proxies in accordance with the
Company's then-current proxy voting policies, converting, tendering,
exchanging or redeeming securities; acting as a claimant in class
action litigation (including litigation with respect to securities
previously held); and exercising rights in the context of a bankruptcy
or other reorganization. Unless the Board gives written instructions
to the contrary, the Adviser will vote all proxies solicited by or
with respect to the issuers of securities in which assets of the Fund
may be invested in accordance with the Adviser's proxy voting
guidelines, a copy of which has been provided to the Company.
(j) The Adviser will provide, or arrange for the provision
of, transfer agency, custody, fund administration and accounting and
all other non-distribution related services necessary for the Funds'
operations, subject in each case to the approval of the Board. The
Adviser will also provide supervisory personnel who will be
responsible for supervising and monitoring the performance of the
Company's service providers in connection with their duties. Such
personnel may be employees of the Adviser or employees of affiliates
of the Adviser or of other organizations. The Adviser will also
administer the Company's business affairs, provides office facilities
and equipment and certain clerical, bookkeeping and administrative
services and will permit its officers and employees to serve without
compensation as officers, trustees or employees of the Company.
2. Compensation
(a) The Company will pay, or arrange for payment to, the
Adviser as compensation for providing services in accordance with this
Agreement a unitary advisory fee as set forth in Schedule A. The
Adviser will pay its own expenses in connection with the services to
be provided by it pursuant to this Agreement. In addition, the
Adviser will be responsible for the compensation of officers or
employees of the Company who are also officers or employees of the
Adviser, except as may otherwise be determined by the Board. During
the term of this Agreement for each Fund listed on Schedule A hereto,
the Adviser shall pay all of the expenses of the Fund (including
compensation of members of the Board who are not "interested persons"
(as that term is defined in the 0000 Xxx) of a Fund), except for the
fee payments under this Agreement, payments under the Fund's 12b-1
plan, if any, brokerage expenses, taxes, interest, litigation expenses
and other extraordinary expenses.
(b) Subject to the provisions of this Agreement and the
mutual agreement of the parties, the duties of the Adviser and the
fees to be paid to the Adviser under and pursuant to this Agreement or
other arrangement entered into in accordance with this Agreement may
be adjusted from time to time by the parties, to the extent permitted
by law, subject to the prior approval of the Independent Trustees.
3. Use of Name
The Trust may use the name "DBX" or any variant thereof in
connection with the name of the Trust or any of the Funds, only for so
long as this Agreement or any extension, renewal or amendment hereof
remains in effect. At such time as this Agreement shall no longer be
in effect, the Trust shall cease to use such a name or any other
similar name.
In no event shall the Trust use the name "DBX" or any
variant thereof if the Adviser's functions are transferred or assigned
to a company over which the Adviser does not have control or with
which it is not affiliated. In the event that this Agreement shall no
longer be in effect or the Adviser's functions are transferred or
assigned to a company over which the Adviser does not have control or
with which it is not affiliated, the Trust shall use its best efforts
to legally change its name by filing the required documentation with
appropriate state and federal agencies.
4. Liability and Indemnification
(a) Except as may otherwise be provided by the 1940 Act or
any other federal securities law, neither the Adviser nor any of its
officers, members or employees (its "Affiliates") will be liable for
any losses, claims, damages, liabilities or litigation (including
legal and other expenses) incurred or suffered by the Company as a
result of any error of judgment by the Adviser or its Affiliates with
respect to each Fund, except that nothing in this Agreement will
operate or purport to operate in any way to exculpate, waive or limit
the liability of the Adviser or its Affiliates for, and the Adviser
will indemnify and hold harmless the Company against any and all
losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) to which the Company may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, or under
any other statute, or common law or otherwise arising out of or based
on (i) any breach by the Adviser of an Adviser representation or
warranty made herein, (ii) any willful misconduct, bad faith, reckless
disregard or gross negligence of the Adviser in the performance of any
of its duties or obligations hereunder or (iii) any untrue statement
of a material fact contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other
materials pertaining to the Fund(s) or the omission to state therein a
material fact known to the Adviser which was required to be stated
therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon information
furnished to the Company, or the omission of such information, by the
Adviser Indemnitees (as defined below) for use therein.
(b) Except as may otherwise be provided by the 1940 Act or
any other federal securities law, the Company will indemnify and hold
harmless the Adviser, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling
persons (as described in Section 15 of the 1933 Act) (collectively,
"Adviser Indemnitees") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses) to which any of the Adviser Indemnitees may become subject
under the 1933 Act, the 1940 Act, the Advisers Act, or under any other
statute, at common law or otherwise, arising out of or based on this
Agreement; provided however, the Company will not indemnify or hold
harmless the Adviser Indemnitees for any losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses) arising out of or based on (i) any breach by the Adviser of
an Adviser representation or warranty made herein, (ii) any willful
misconduct, bad faith, reckless disregard or gross negligence of the
Adviser in the performance of any of its duties or obligations
hereunder or (iii) any untrue statement of a material fact contained
in the Prospectus and SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Fund(s) or the
omission to state therein a material fact known to the Adviser which
was required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Company, or the omission of
such information, by the Adviser Indemnities for use therein.
(c) A party seeking indemnification hereunder (the
"Indemnified Party") will (i) provide prompt notice to the other of
any claim ("Claim") for which it intends to seek indemnification, (ii)
grant control of the defense and /or settlement of the Claim to the
other party, and (iii) cooperate with the other party in the defense
thereof. The Indemnified Party will have the right at its own expense
to participate in the defense of any Claim, but will not have the
right to control the defense, consent to judgment or agree to the
settlement of any Claim without the written consent of the other
party. The party providing the indemnification will not consent to
the entry of any judgment or enter any settlement which (i) does not
include, as an unconditional term, the release by the claimant of all
liabilities for Claims against the Indemnified Party or (ii) which
otherwise adversely affects the rights of the Indemnified Party.
5. Representations of the Adviser
The Adviser represents, warrants and agrees as follows:
(a) The Adviser (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered
for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act, the Advisers Act or other law, regulation
or order from performing the services contemplated by this Agreement;
(iii) has met and will seek to continue to meet, for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory agency necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this
Agreement; and (v) will promptly notify the Company of the occurrence
of any event that would substantially impair the Adviser's ability to
fulfill its commitment under this Agreement or disqualify the Adviser
from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser
will also promptly notify each Fund if it is served or otherwise
receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government
agency, self regulatory organization, public board or body, involving
the affairs of the Funds or the Adviser, provided, however, that
routine regulatory examinations will not be required to be reported by
this provision.
(b) The Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and
Rule 204A-1 under the Advisers Act and will provide the Board with a
copy of such code of ethics, together with evidence of its adoption.
Within forty-five days of the end of the last calendar quarter of each
year that this Agreement is in effect, and as otherwise requested, the
president, chief operating officer or a vice-president of the Adviser
will certify to the Company that the Adviser has complied with the
requirements of Rule 17j-1 and Rule 204A-1 during the previous year
and that there has been no material violation of the Adviser's code of
ethics or, if such a material violation has occurred, that appropriate
action was taken in response to such violation. Upon the written
request of the Company, the Adviser will permit the Company to examine
the reports required to be made to the Adviser by Rule 17j-1(c)(1) and
Rule 204A-1(b) and all other records relevant to the Adviser's code of
ethics but only to the extent such reports and/or records relate to
the provision of services hereunder.
(c) The Adviser has adopted and implemented and will
maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act,
policies and procedures reasonably designed to prevent violation by
the Adviser and its supervised persons (as such term is defined by the
Advisers Act) of the Advisers Act and the rules thereunder; and (b) to
the extent that the Adviser's activities or services could affect the
Fund(s), policies and procedures reasonably designed to prevent
violation of the federal securities laws (as such term is defined in
Rule 38a-1 under the 0000 Xxx) by the Fund(s) and the Adviser (such
policies and procedures being the "Compliance Program"). The Adviser
has provided the Company with a copy of its Compliance Program and
promptly will furnish a copy of all amendments to the Compliance
Program at least annually.
(d) The Adviser has provided the Company with a copy of its
Form ADV, which as of the date of this Agreement is its Form ADV as
most recently filed with the SEC and promptly will furnish a copy of
all amendments to the Company at least annually. Such amendments will
reflect those changes in the Adviser's organizational structure,
professional staff or other significant developments affecting the
Adviser, which are required by the Advisers Act.
(e) The Adviser will notify the Company of any assignment
of this Agreement or change of control of the Adviser, as applicable,
and any changes in the key personnel who are either the portfolio
manager(s) of the Fund(s) or senior management of the Adviser, in each
case prior to or promptly after, such change. The Adviser agrees to
bear all reasonable expenses of the Company, if any, arising out of an
assignment or change in control.
(f) The Adviser will notify the Company immediately upon
detection of (a) any material failure to manage the Fund(s) in
accordance with the Fund(s)' stated investment objectives and policies
or any applicable law; (b) any material breach of any of the Fund(s)'
or the Adviser's policies, guidelines or procedures (including the
Compliance Program); or (c) any pending or threatened regulatory
action, investigation, lawsuit or other proceeding relating to the
Adviser's management of the Fund(s) and/or that could reasonably be
expected to have a material impact on the Adviser's ability to conduct
its business. Following the occurrence of any event set forth in this
paragraph, the Adviser agrees to cooperate with and provide reasonable
assistance to personnel of the Company (including the chief compliance
officer of the Adviser and/or the Company) or their designees in
connection with any efforts to remedy or respond to such event.
(g) The Adviser agrees to maintain an appropriate level of
errors and omissions or professional liability insurance coverage.
(h) The Adviser will promptly provide all other information
and documentation reasonably requested by the Company or the Board.
6. Non-Exclusivity
The services of the Adviser to the Funds and the Company are
not to be deemed to be exclusive, and the Adviser will be free to
render investment advisory or other services to others and to engage
in other activities, provided the Adviser furnishes adequate
disclosure of possible conflicts of interest and implements procedures
designed to mitigate or eliminate such conflicts. It is understood
and agreed that the directors, officers, and employees of the Adviser
are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as
partners, officers, directors, or employees of any other firm or
corporation.
7. Supplemental Arrangements
The Adviser may from time to time employ or associate itself
with any person it believes to be particularly suited to assist it in
providing the services to be performed by such Adviser hereunder,
provided that no such person will perform any services with respect to
the Funds that would constitute an assignment or require a written
advisory agreement pursuant to the 1940 Act, except as otherwise
provided in this Section 7. In performing its duties under this
Agreement, the Adviser may delegate some or all of its duties and
obligations under this Agreement to one or more investment sub-
advisers, including but not limited to delegating the voting of
proxies relating to a Fund's portfolio securities in accordance with
the proxy voting policies and procedures of such investment sub-
adviser; provided, however, that any such delegation shall be pursuant
to an agreement with terms agreed upon by the Company and approved in
a manner consistent with the 1940 Act and provided, further, that no
such delegation shall relieve the Adviser from its duties and
obligations of management and supervision of the management of each
Fund's assets pursuant to this Agreement and to applicable law. Any
compensation payable to such persons will be the sole responsibility
of the Adviser, and the Company will not have any obligations with
respect thereto or otherwise arising under the Agreement.
8. Regulation
The Adviser will submit to all regulatory and administrative
bodies having jurisdiction over the services provided pursuant to this
Agreement any information, reports, or other material which any such
body by reason of this Agreement may request or require pursuant to
applicable laws and regulations and will promptly provide the Company
with copies of such information, reports and materials.
9. Records
The records relating to the services provided under this
Agreement will be the property of the Company and will be under its
control; however, the Company will furnish to the Adviser such records
and permit it to retain such records (either in original or in
duplicate form) as it will reasonably require in order to carry out
its business. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Adviser hereby agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records that it
maintains for the Trust and which are required to be maintained by
Rule 31a-1 under the 1940 Act. In the event of the termination of
this Agreement or upon the Company's request, such records will
promptly be returned to the Company by the Adviser free from any claim
or retention of rights therein, provided that the Adviser may retain
any such records that are required by law or regulation. The Adviser
will keep confidential any information obtained in connection with its
duties hereunder and disclose such information only if the Company has
authorized such disclosure or if such disclosure is expressly required
or requested by applicable federal or state regulatory authorities, or
as otherwise required by law.
10. Agency Cross Transactions
From time to time, the Adviser or brokers or dealers
affiliated with it may find themselves in a position to buy for
certain of their brokerage clients (each an "Account") securities
which the Adviser's investment advisory clients wish to sell, and to
sell for certain of their brokerage clients securities which advisory
clients wish to buy. Where one of the parties is an advisory client,
the Adviser or the affiliated broker or dealer cannot participate in
this type of transaction (known as a cross transaction) on behalf of
an advisory client and retain commissions from one or both parties to
the transaction without the advisory client's consent. This is
because in a situation where the Adviser is making the investment
decision (as opposed to a brokerage client who makes his own
investment decisions), and the Adviser or an affiliate is receiving
commissions from both sides of the transaction, there is a potential
conflicting division of loyalties and responsibilities on the
Adviser's part regarding the advisory client. The SEC has adopted a
rule under the Advisers Act, which permits the Adviser or its
affiliates to participate on behalf of an Account in agency cross
transactions if the advisory client has given written consent in
advance. By execution of this Agreement, the Company authorizes the
Adviser or its affiliates to participate in agency cross transactions
involving an Account. The Company may revoke its consent at any time
by written notice to the Adviser.
11. Duration
As to each Fund, this Agreement shall continue until the date set
forth opposite such Funds' name on Schedule A hereto ("Reapproval
Date") and thereafter shall continue automatically for successive
annual periods ending on the day of each year set forth opposite the
Funds' name on Schedule A hereto ("Reapproval Day"), provided such
continuance is specifically approved at least annually: (i) by either
the Board or by vote of a "majority of the outstanding voting
securities" (as defined in the 0000 Xxx) of such Fund, and (ii) in
either event, by the vote of a majority of the Independent Trustees
cast in person at a meeting called for the purpose of voting on such
approval. Additional Funds may be added to Schedule A by the Company
upon written notice to the Adviser and only after the approval by the
Board of the Company, including a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting
such approval and, if required under the 1940 Act, a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of each
Fund.
12. Termination of Agreement
This Agreement may be terminated with respect to any Fund at
any time, without the payment of any penalty, by the Board, including
a majority of the Independent Trustees, or by the vote of a majority
of the outstanding voting securities of such Fund, on sixty (60) days'
written notice to the Adviser. This Agreement may also be terminated
with respect to any Fund at any time, without the payment of any
penalty, by the Adviser, on sixty (60) days' written notice to such
Fund. This Agreement will automatically terminate, without the
payment of any penalty in the event this Agreement is assigned (as
defined in the 0000 Xxx) or terminates for any other reason. This
Agreement will also terminate upon written notice to the other party
that the other party is in material breach of this Agreement, unless
the other party in material breach of this Agreement cures such breach
to the reasonable satisfaction of the party alleging the breach within
thirty (30) days after written notice. As discussed in Section 14
below, any "assignment" (as that term is defined in the 0000 Xxx) of
this Agreement will result in automatic termination of this Agreement.
13. Amendments to the Agreement
Except to the extent permitted by the 1940 Act or the rules
or regulations thereunder or pursuant to exemptive relief or no-action
relief granted by the SEC, this Agreement may be amended by the
parties only if such amendment, if material, is specifically approved
by the vote of a majority of the outstanding voting securities of a
Fund and by the vote of a majority of the Independent Trustees cast in
person at a meeting called for the purpose of voting on such approval.
The required shareholder approval will be effective with respect to a
Fund if a majority of the outstanding voting securities of the Fund
vote to approve the amendment, notwithstanding that the amendment may
not have been approved by a majority of the outstanding voting
securities of any other Fund affected by the amendment or all the
Funds of the Company.
Any change, waiver, discharge or termination of a provision
of this Agreement, whether or not such change is deemed to be
material, may be made only by an instrument in writing signed by both
the Company and the Adviser.
14. Assignment
The Adviser will not assign or transfer its rights and
obligations under this Agreement. Any assignment (as that term is
defined in the 0000 Xxx) of the Agreement will result in the automatic
termination of this Agreement, as provided in Section 12 hereof. The
Adviser agrees to bear all reasonable legal, printing, mailing, proxy
and related expenses of the Company, if any, arising out of any
assignment of this Agreement by the Adviser. Notwithstanding the
foregoing, no assignment will be deemed to result from any changes in
the directors, officers or employees of such Adviser except as may be
provided to the contrary in the 1940 Act or the rules or regulations
thereunder.
15. Notices
Notices of any kind to be given hereunder will be in writing
and will be duly given if mailed or delivered as follows: (a) to the
Adviser at DBX Advisors LLC, 00 Xxxx Xxxxxx, Xxx Xxxx, XX, Attention:
Xxxxxx Xxxxxxxxxxx; (b) to the Funds at DBX ETF Trust, 00 Xxxx Xxxxxx,
Xxx Xxxx, XX 00000, Attention: Xxxx X. Xxxxxxxx; or (c) at such other
address or to such other individual as any of the foregoing will
designate by notice to the others.
All notices required to be given pursuant to this Agreement
will be delivered or mailed to the address listed above of each
applicable party in person or by registered or certified mail or a
private mail or delivery service providing the sender with notice of
receipt or such other address as specified in a notice duly given to
the other parties. Notice will be deemed given on the date delivered
or mailed in accordance with this paragraph.
16. Entire Agreement
This Agreement contains the entire understanding and
agreement of the parties with respect to each Fund.
This Agreement may be executed in two or more counterparts,
each of which when so executed will be deemed to be an original, but
such counterparts will together constitute one and the same document.
17. Headings
The headings in the sections of this Agreement are
inserted for convenience of reference only and will not constitute a
part hereof.
18. Severability
Should any portion of this Agreement for any reason be held
to be void in law or in equity, the Agreement will be construed,
insofar as is possible, as if such portion had never been contained
herein.
19. Company and Shareholder Liability
The Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust and agrees that obligations, if any, assumed by the Company
pursuant to this Agreement will be limited in all cases to the Company
and its assets, and if the liability relates to one or more series,
the obligations hereunder will be limited to the respective assets of
the Fund. The Adviser further agrees that it will not seek
satisfaction of any such obligation from the shareholders or any
individual shareholder of the Funds, nor from the Trustees or any
individual Trustee of the Company.
20. Governing Law
This Agreement will be governed by the laws of the State of
New York without reference to conflicts of laws principles. Any and
all litigation or other disputes arising from this Agreement will be
commenced in a federal or state court of competent jurisdiction in New
York City, New York.
21. Interpretation
Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act will be resolved by reference to
such term or provision of the 1940 Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules, regulations or
orders of the SEC validly issued pursuant to the 1940 Act.
Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested persons," "assignment" and "affiliated
persons," as used herein will have the meanings assigned to them by
Section 2(a) of the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC,
whether of special or of general application, such provision will be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the
date set forth above.
DBX ETF TRUST
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
DBX ADVISORS LLC
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Operating Officer
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
[PAGE BREAK]
SCHEDULE A
(as of November 4, 2015)
CURRENCY HEDGED FUNDS
ANNUAL FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS*
REAPPROVAL DATE
REAPPROVAL DAY
Deutsche X-trackers MSCI Emerging Markets Hedged Equity ETF
0.65%
February 28, 2016
February 28th
Deutsche X-trackers MSCI EAFE Hedged Equity ETF
0.35%
February 28, 2016
February 28th
Deutsche X-trackers MSCI Brazil Hedged Equity ETF
0.60%
February 28, 2016
February 28th
Deutsche X-trackers MSCIGermany Hedged Equity ETF
0.45%
February 28, 2016
February 28th
Deutsche X-trackers MSCI Japan Hedged Equity ETF
0.45%
February 28, 2016
February 28th
Deutsche X-trackers MSCI Asia Pacific ex Japan Hedged Equity ETF
0.60%
February 28, 2016
February 28th
Deutsche X-trackers MSCI Europe Hedged Equity ETF
0.45%
February 28, 2016
February 28th
Deutsche X-trackers MSCI United Kingdom Hedged Equity ETF
0.45%
February 28, 2016
February 28th
Deutsche X-trackers MSCI South Korea Hedged Equity ETF
0.58%
February 28, 2016
February 28th
Deutsche X-trackers MSCI Mexico Hedged Equity ETF
0.50%
February 28, 2016
February 28th
Deutsche X-trackers MSCI All World ex-US Hedged Equity ETF
0.40%
February 28, 2016
February 28th
Deutsche X-trackers MSCI Eurozone Hedged Equity ETF
0.45%
November 3, 2016
November 3rd
Deutsche X-trackers Dow Xxxxx Hedged International Real Estate ETF
0.48%
February 19, 2017
February 19th
Deutsche X-trackers S&P Hedged Global Infrastructure ETF
0.45%
February 19, 2017
February 19th
Deutsche X-trackers Japan JPX-Nikkei 400 Hedged Equity ETF
0.45%
February 19, 2017
February 19th
Deutsche X-trackers MSCI EAFE High Dividend Yield Hedged Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI Emerging Markets High Dividend Yield Hedged
Equity ETF
0.65%
May 21, 2017
May 21st
Deutsche X-trackers MSCI Eurozone High Dividend Yield Hedged
Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI All World ex US High Dividend Yield
Hedged Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI EAFE Small Cap Hedged Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI Australia Hedged Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI Southern Europe Hedged Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI Italy Hedged Equity ETF
0.45%
May 21, 2017
May 21st
Deutsche X-trackers MSCI Spain Hedged Equity ETF
0.45%
May 21, 2017
May 21st
EQUITY FUNDS
Deutsche X-trackers Regulated Utilities ETF
0.45%
February 28, 2016
February 28th
Deutsche X-trackers Japan JPX-Nikkei 400 Equity ETF
0.40%
February 19, 2017
February 19th
Deutsche X-trackers MSCI Latin America Pacific Alliance ETF
0.55%
July 23, 2017
July 00xx
XXXXX FUNDS
Deutsche X-trackers Harvest CSI 300 China A-Shares ETF
0.80%
February 28, 2016
February 28th
Deutsche X-trackers MSCI All China Equity ETF
0.60%
March 28, 2016
March 28th
Deutsche X-trackers Harvest CSI 500 China A-Shares Small Cap ETF
0.80%
March 28, 2016
March 28th
Deutsche X-trackers Harvest CSI 300 Hedged China A-Shares ETF
0.85%
July 23, 2017
July 23rd
FIXED INCOME FUNDS
Deutsche X-trackers Municipal Infrastructure Revenue Bond ETF
0.30%
February 28, 2016
February 28th
Deutsche X-trackers Solactive Investment Grade Subordinated Debt ETF
0.45%
February 28, 2016
February 28th
Deutsche X-trackers Investment Grade Bond - Interest Rate Hedged ETF
0.25%
November 3, 2016
November 3rd
Deutsche X-trackers Emerging Markets Bond - Interest Rate Hedged ETF
0.50%
November 3, 2016
November 3rd
Deutsche X-trackers High Yield Corporate Bond - Interest Rate Hedged ETF
0.45%
November 3, 2016
November 3rd
BETA FUNDS
Deutsche X-trackers FTSE Developed ex US Enhanced Beta ETF
0.35%
November 4, 2017
November 4th
Deutsche X-trackers FTSE Emerging Enhanced Beta ETF
0.50%
November 4, 2017
November 4th
Deutsche X-trackers Xxxxxxx 1000 Enhanced Beta ETF
0.25%
November 4, 2017
November 4th
*Expressed as a percentage of average daily net assets. Out of each
Fund's advisory fee, the Adviser will pay all of the expenses of the
Fund, except for the fee payments under this Agreement, payments under
the Fund's 12b-1 plan, if any, brokerage expenses, taxes, interest,
litigation expenses and other extraordinary expenses.
