SUB-ADVISORY AGREEMENT
Agreement made as of January 31, 2011
between DBX ADVISORS LLC (the "Adviser"), a
Delaware limited liability company, and 'I'DAM USA
Inc. (the "Sub-Adviser"), a Delaware corporation.
WITNESSETH:
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;
WHEREAS, the Investment Advisory
Agreement contemplates that the Adviser may
appoint a sub-adviser to perform certain services
relating to the management of the
investment operations of the Fund, and the
Sub-Adviser is willing to render such investment
subadvisory services to the Fund; and
WHEREAS, the Sub-Adviser is registered as
an investment adviser under the Investment Advisers
Act of 1940.
NOW, THEREFORE, in consideration of the
premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1.Appointment of Sub-Adviser
The Adviser hereby appoints the Sub-Adviser
to act as an investment sub-adviser to the Fund,
subject to the supervision and oversight of the
Adviser and the Board of Trustees
(the "Board") of the Company for the period
and on the terms set forth in this Agreement. The
Sub-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 direction, supervision and
control of the Adviser and the Board and consistent
with its fiduciary duties to each Fund, the Sub-
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 Fund, in
accordance with the terms of this Agreement, the
Fund's investment objective and policies, the Fund's
then-current Prospectus and Statement of Additional
Information contained in the Company's Registration
Statement on Form N-IA (the "Prospectus and SAI"),
as they may be amended or supplemented from time
to time.
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As part of the services it will provide hereunder, the
Sub-Adviser will:
(i) 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;
(ii) 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;
(iii) maintain books and records with respect to the
each Fund's securities transactions
and keep the Board and the Adviser fully
informed in writing on an ongoing basis as agreed by
the Adviser and the Sub-Adviser of all material facts
concerning the investment and reinvestment of the
assets in the Funds, the Sub-Adviser and its key
investment personnel and operations providing
services with respect to the Fund; make regular and
periodic special written reports of such additional
information concerning the same as may reasonably
be requested from time to time by the Adviser or the
Board, and the Sub-Adviser will attend meetings with
the Adviser and/or the Board, as reasonably
requested, to discuss the foregoing;
(iv) in accordance with procedures and methods
established by the Board, which may
be amended from time to time (the "Valuation
Procedures"), and in conjunction with the Adviser,
Sub-Adviser will promptly notify the Adviser and the
Company's fund accounting agent if they become
aware of an event that could affect the pricing of all
or any portion of a Fund's portfolio. The Sub-Adviser
will also provide assistance, at the request of the
appropriate party and pursuant to the Valuation
Procedures, in determining the fair value, from time
to time, of a specific security or other
investment/asset in each Fund for which market
prices are not readily available, it being understood
that the Sub-Adviser will not be solely responsible
for determining the value of any such security;
(v) provide any and all material performance
information, records and supporting
documentation about accounts the Sub-
Adviser manages, if appropriate, which are relevant
to the Fund and that have investment objectives,
policies, and strategies substantially similar to those
employed by the Sub-Adviser in managing the Fund
that may be reasonably necessary, under applicable
laws, to allow the Fund or its agent to present
information concerning the Sub-Adviser's prior
performance in the Company's Prospectus and SAI
and any permissible reports and materials prepared
by the Fund or its agent; and
(vi) cooperate with and provide reasonable assistance
to the Adviser, the Company's administrator, the
Company's custodian and foreign custodians, the
Company's transfer agent and pricing agents and all
other agents and representatives of the Company and
the Adviser, 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 and the Adviser, 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.
(b) In furnishing services hereunder, the Sub-
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 Sub-
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 Company's policies and
procedures adopted pursuant to Rule 38a-1 under the
1940 Act (the "Compliance Manual") and other
policies and procedures adopted
from time to time by the Board of the
Company; and (vii) the written instructions of the
Adviser. Upon request from the Sub-Adviser, the
Adviser will provide the Sub-Adviser with current
copies of the Declaration of Trust, By-Laws,
Prospectus and SAI, any order or no-action letter of
the SEC governing the operation of the Company,
Compliance Manual and other relevant policies and
procedures that are adopted by the Board. The
Adviser undertakes to provide the Sub-Adviser with
copies or other written notice of any amendments,
modifications or supplements to any such above-
mentioned documents.
(c) The Sub-Adviser, at its expense, will
furnish (i) all necessary facilities and personnel,
including salaries, expenses and fees of any
personnel required for the Sub-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
SubAdviser's duties under this Agreement.
(d) The Sub-Adviser will select brokers and
dealers to effect all Fund transactions subject to the
conditions set forth herein. The Sub-Adviser will
place all necessary
orders with brokers, dealers, or issuers, and
will negotiate brokerage commissions, if applicable.
The Sub-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 or the Adviser from
time to time and which have been provided to the
Sub-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 Sub-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 Sub-
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 Fund.
(e) The Sub-Adviser may, in compliance with
Section 28(e) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), participate in
bundled brokerage and
I6004673.9
commission sharing arrangements, and receive
eligible brokerage products and services from
participating brokers. In all such cases, the
Sub-Adviser shall (i) determine that the brokerage
product or service provides lawful and appropriate
assistance in the execution of securities transactions,
and (ii) make a good faith determination that the
amount of commissions paid is reasonable in relation
to the brokerage products or services provided. The
Sub-Adviser is not authorized to obtain third party
fundamental research materials with client
commissions and shall not do so.
(f) On occasions when the Sub-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 Sub-Adviser and its
affiliates, the Sub-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 Sub-Adviser in the manner which the Sub-
Adviser considers to be the most equitable and
consistent with its fiduciary obligations to each Fund
and to its other clients over time. The Adviser agrees
that the Sub-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 Fund. The
Adviser also acknowledges that the Sub-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
Fund, and that the Sub-Adviser will carry out its
duties hereunder together with its duties under such
relationships.
(g) The Sub-Adviser will maintain and
preserve all accounts, books and records with respect
to each Fund as are required of 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.
(h) The Sub-Adviser will, unless and until
otherwise directed by the Adviser or the Board and
consistent with seeking the best interest of the Fund,
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; and exercising rights in the
context of a bankruptcy or other reorganization.
Unless the Adviser or the Board gives written
instructions to the contrary, the Sub-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 Sub-Adviser's proxy
voting guidelines, a copy of which has been provided
to the Adviser.
2.Compensation
The Advisor will pay, or arrange for payment to, the
Sub-Adviser as compensation for providing services
in accordance with this Agreement those fees as set
forth in Schedule A. In addition, Sub-Adviser will be
reimbursed by the Company for any out-of-pocket
expenses incurred by the Sub-Adviser which
traditionally include, but are not limited to, cost of
obtaining prices for security valuations (including
manual broker quotes), Federal Reserve
charges related to securities transactions,
postage and insurance on physical transfer items,
telecommunication charges, proxy voting execution,
advice and reporting etc. These expenses will be
billed as they are incurred.
Subject to the provisions of this Agreement
and the mutual agreement of the parties, the duties of
the Sub-Adviser and the fees to be paid to the Sub-
Adviser by 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 members of the Board who are
not "interested persons" (as defined in the 1940 Act,
with such Board members being "Independent
Trustees").
3.Liability and Indemnification
(a)
Except as may otherwise be provided by the 1940
Act or any other federal
law, neither the Sub-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 Adviser or the Company as a result of any
error of judgment by the Sub-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
Sub-Adviser or its Affiliates for, and the Sub-Adviser
will indemnify and hold harmless the Company, 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
Securities Act of 1933, as amended ("1933
Act")) (collectively, "Manager Indemnitees") against
any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other
expenses) to which any of the Manager Indemnitees
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 Sub-Adviser of a Sub-Adviser
representation or warranty made herein, (ii) any
willful misconduct, bad faith, reckless disregard or
gross negligence of the Sub-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 or 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
Sub-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 Adviser
or the Company, or the omission of such
information, by the Sub-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
Adviser will indemnify and hold harmless the Sub-
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, "Sub-Adviser Indemnitees")
against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and
other expenses) to which any of the Sub-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 Adviser will not
indemnify or hold harmless the Sub-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 Sub-Adviser of a Sub-Adviser
representation or warranty made herein, (ii) any
willful misconduct, had faith, reckless disregard or
gross negligence of the Sub-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 or
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 Sub-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
Adviser or the Company, or the omission of such
information, by the Sub-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.
4.Representations of the Adviser
The Adviser represents, warrants and agrees as
follows:
(a) The Adviser has been duly authorized by
the Board to delegate to the SubAdviser the provision
of investment services to each Fund as contemplated
hereby.
(h) 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) to the best of its knowledge, has met
and will seek to continue to meet for so long as this
Agreement is 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; and (iv) will
promptly notify the Sub-Adviser of the
occurrence of any event that would
disqualify the Adviser from serving as investment
manager of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
5.Representations of the Sub-Adviser
The Sub-Adviser represents, warrants and agrees as
follows:
(a) The Sub-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 Adviser
of the occurrence of any event that would
substantially impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement or disqualify
the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise. The Sub-
Adviser will also promptly notify each Fund and the
Adviser 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
Fund(s) or the Sub-Adviser, provided, however, that
routine regulatory examinations will not be required
to be reported by this provision.
(b) The Sub-Adviser has adopted a written
code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and Rule 204A-I
under the Advisers Act and will
provide the Adviser and 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 Sub-Adviser will certify to the
Adviser that the Sub-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 Sub-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 Adviser,
the Sub-Adviser will permit the Adviser, its
employees or its agents to examine the reports
required to be made to the Sub-Adviser by Rule 17j-
1(c)(1) and Rule 204A1 (b) and all other records
relevant to the Sub-Adviser's code of ethics but only
to the extent such
reports and/or records relate to the provision
of services hereunder.
(c) The Sub-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 Sub-
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
Sub-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-I under the 0000
Xxx) by the Fund(s) and the Sub-Adviser (such
policies and
procedures being the "Compliance Program").
The Sub-Adviser has provided the Company and the
Adviser with access to its Compliance Program and
promptly will furnish a copy of all amendments to
the Compliance Program at least annually.
(d) The Sub-Adviser has provided the
Company and the Adviser 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 and the
Adviser at least annually. Such amendments will
reflect those changes in the Sub-Adviser's
organizational structure, professional staff or other
significant developments affecting the SubAdviser,
which are required by the Advisers Act.
1
(e)
The Sub-Adviser will notify the Company and the
Adviser of any
assignment of this Agreement or change of control of
the Sub-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 Sub-Adviser, in each case prior to
or promptly after, such change. The SubAdviser
agrees to bear all reasonable expenses of the
Company, if any, arising out of an assignment or
change in control.
(f) The Sub-Adviser will notify the Adviser
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
Sub-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 Sub-
Adviser's management of the Fund(s) and/or that
could reasonably be expected to have a material
impact on the Sub-Adviser's ability to conduct its
business. Following the occurrence of any event set
forth in this paragraph, the Sub-Adviser agrees to
cooperate with and provide reasonable assistance to
personnel of the Adviser and/or 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 Sub-Adviser agrees to
maintain an appropriate level
of errors and
omissions or
professional liability
insurance coverage.
The Sub-Adviser agrees that neither it, nor
any of its affiliates, will knowingly in any way refer
directly or indirectly to its relationship with the
Company, the Fund(s), the
Adviser or any of their respective affiliates in
offering, marketing or other promotional materials
without the express written consent of the Adviser,
except as required by rule, regulation or upon the
request of a governmental authority. However, the
Sub-Adviser may use the performance of the Fund in
its composite performance.
6.Non-Exclusivity
The services of the Sub-Adviser to the
Adviser, the Fund(s) and the Company are not to be
deemed to be exclusive, and the Sub-Adviser will be
free to render investment advisory
or other services to others and to engage in
other activities, provided the Sub-Adviser furnishes
adequate disclosure of possible conflicts of interest
(whether via amendments to its Form AllV or
otherwise) and implements procedures designed to
mitigate or eliminate such conflicts. It is understood
and agreed that the directors, officers, and employees
of the Sub-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 Sub-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 Sub-Adviser hereunder,
provided that no such person will perform any
services with respect to the Fund(s) that would
constitute an assignment or require a written advisory
agreement
I6004673.9
pursuant
to the
0000
Xxx.Xxx compensation payable to
such persons will be the sole
responsibility of the Sub-Adviser, and neither the
Adviser nor the Company will have any
obligations with respect thereto or otherwise
arising under the Agreement.
8.Regulation
The Sub-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 Adviser and 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
Sub-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 the event of the termination of
this Agreement, such other records will promptly be
returned to the Company by the Sub-Adviser free
from any claim or retention of rights therein,
provided that the Sub-Adviser may retain any such
records that are required by law or regulation. The
Sub-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 otherwise required
by law.
10.Duration
This Agreement will become effective upon
the date first above written, provided that this
Agreement will not take effect unless it has first been
approved: (1) by a vote of a
majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting
on such approval, and (ii) by vote of a majority of
the Fund's outstanding securities. This Agreement will
continue in effect for a period more than two years
from the date of its execution only so long as 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 Adviser upon sixty (60)
days written notice to the Sub-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 the Fund.
11.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 and the Sub-
Adviser. This Agreement may also be terminated with
respect to any Fund at any time, without the payment
of any penalty, by either the Adviser or the Sub-
Adviser, on sixty (60) days' written notice to the
other party and such Fund. This
Agreement will automatically terminate,
without the payment of any penalty in the event the
Investment Advisory Agreement between the Adviser
and the Company 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.
12.Independent Contractor
The Sub-Adviser will for all purposes herein
be deemed to be an independent contractor and will,
unless otherwise expressly provided herein or
authorized by the Board and
the Adviser from time to time, have no
authority to act for or represent the Company in any
way or otherwise be deemed an agent of the
Company.
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 the 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 Adviser and the
Sub-Adviser.
14.Assignment
The Sub-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 11 hereof. The
SubAdviser agrees to bear all reasonable legal,
printing, mailing, proxy and related expenses of the
Company and the Adviser, if any, arising out of any
assignment of this Agreement by the SubAdviser.
Notwithstanding the foregoing, no assignment will be
deemed to result from any changes in the directors,
officers or employees of such Sub-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 Sub-Adviser at TDAM
USA Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX
00000, Attention: Xxxx Xxxx, with a copy to the
Adviser; (b) to the Adviser at DBX Advisors LLC, 00
Xxxx Xxxxxx, Xxx Xxxx, XX, Attention: Xxxxxx
Xxxxxxxxxxx; (c) to the Fund at DBX ETF Trust, 00
Xxxx Xxxxxx, Xxx Xxxx, XX 00000; or (d) 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.
19.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.
00.Xxxxxxx and Shareholder Liability
The Sub-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 Sub-Adviser
further agrees that it will not seek satisfaction of any
such obligation from the shareholders or any
individual shareholder of the Fund(s), nor from the
Trustees or any individual Truste e of the Company.
21.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
A greement will be commenced in a federal
or state court of competent jurisdiction in New York
City, New York.
22.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 ADVISORS LLC
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
By: /s/ Xxxxxx Xxxxxxxxxxx
Name`- Xxxxxx Xxxxxxxxxxx
Title: Chief Operating Officer
TDAM USA INC.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
SCHEDULE A
FUND
DBX MSCI Emerging Markets Currency- l-ledged
Equity
Fund
FEE*
20 basis points (0.20%) of the first $100 million in
daily net assets; 15 basis points (0.15%) of the next
$400 million in daily net assets; and 6 basis points
(0.06%) of the daily net assets in excess of $500
million.
FUND
DBX MSCI EAFE Currency-Hedged Equity
Fund
FEE*
12 basis points (0.12%) of the first $100 million in
daily net assets; 8 basis points (0.08%) of the next
$400 million in daily net assets; and 4 basis points
(0.04%) of the daily net assets in excess of $500
million.
FUND
DBX MSCI Brazil Currency-Hedged Equity
Fund
FEE*
20 basis points (0.20%) of the first $100 million in
daily net assets; 12 basis points (0.12%) of the next
$400 million in daily net assets; and 6 basis points
(0.06%) of the daily net assets in excess of $500
million.
FUND
DBX MSCI Canada Currency-Hedged Equity
Fund
FEE*
15 basis points (0. 15%) of the first $100 million in
daily net assets; 7 basis points (0.07%) of the next
$400 million in daily net assets; and 4 basis points
(0.04%) of the daily net assets in excess of $500
million.
FUND
DBX MSCI Japan Currency-I-ledged Equity
Fund
FEE*
15 basis points (0.15%) of the first $100 million in
combined daily net assets; 7 basis points (0.07%) of
the next $400 million in daily net assets; and 4 basis
points (0.04%) of the daily net assets in excess of
$500 million.
* There is a minimum annual aggregate sub-advisory
fee of $300,000 in respect of the Company.
