THIS AMENDING AGREEMENT
(the "Amending Agreement") is made as of _________________, 2015
BETWEEN: DBX Advisors LLC (the "Adviser").
AND: TDAM USA Inc., (the "Sub-Adviser"),
WHEREAS the Adviser and the Sub-Adviser entered into an Investment
Advisory Agreement made as of January 31, 2011 followed by changes made
to Schedule "A" on May 31, 2013, August 13, 2013, December 20, 2013,
November 3, 2014, and February 19, 2015 (the "Investment Advisory
Agreement").
AND WHEREAS the Manager and the Client wish to-amend the Investment
Advisory Agreement as hereinafter set forth;
NOW THEREFORE THIS AMENDING AGREEMENT WITNESS that, in consideration
of the mutual covenants and agreements herein contained and other good
and valuable consideration (the receipt, adequacy and sufficiency of
which is hereby acknowledged), the parties hereto covenant and agree
as follows:
1. Interpretation
1.1 All words and expressions defined in the Investment Advisory
Agreement and not otherwise defined in this Amending Agreement
have the meanings specified in the Investment Advisory Agreement
1.2 Unless expressly stated otherwise, all references herein to
sections or schedules of an agreement other than this Amending
Agreement shall be sections or schedules of the Investment
Advisory Agreement
1.3 Section headings are for convenience only.
2. Amendments to the Sub-Advisory Agreement
2.1 Effective the date hereof, the Investment Advisory
Agreement is amended as follows:
(a) Schedule "A" is replaced with the amended Schedule
"A"
(b) In Section 11. Termination of Agreement, sixty
(60) day notice required for termination by either
Adviser or Sub-Adviser will change to one hundred and
eighty (180) days
3. Other Documents
3.1 Any reference to the Investment Advisory Agreement made in any
documents delivered pursuant thereto or in connection therewith
shall be deemed to refer to the Sub-Advisory Agreement as amended,
modified, renewed or supplemented from time to time, unless the
context requires otherwise.
4. Miscellaneous
4.1 With the exception of the foregoing amendment, the Investment
Advisory Agreement shall continue in full force and effect,
unamended
4.2 This Amending Agreement shall serve to the benefit of and be
binding upon the parties, their successors and any permitted
assigns
4.3 This Amending agreement may be executed in one or more
counterparts each of which shall be deemed as original and all of
which when, taken together, shall constitute one and the same
instrument.
4.4 This Amending Agreement shall be governed by and construed in
accordance with the laws of the State of New York, and each of the
parties hereto attorns to the jurisdiction of the courts of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below:
DBX ADVISORS LLC
By: ____________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
By: ____________________
Name: Xxxx X. Xxxxxxxx
Title: Chief Operating Officer
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SCHEDULE A
As of April 1, 2015
1. Base Fee Schedule
Assets % per annum
First $5 Billion 0.055
Over $5 Billion 0.03
For fee calculation purposes, assets managed for DBX Advisers LLC and
DBX Strategic Advisers LLC will be aggregated.
Minimum $50,000 per fund per annum applies at the relationship level
(i.e. number of funds times $50, 000)
The Sub-Adviser requires a 120 day notice prior to expected launch date
of new Funds.
2. Funds managed by the Sub-Adviser
Deutsche X-trackers MSCI Emerging Markets Hedged Equity ETF
Deutsche X-trackers MSCI EAFE Hedged Equity ETF
Deutsche X-trackers MSCI Brazil Hedged Equity ETF
Deutsche X-trackers MSCI Asia Pacific ex Japan Hedged Equity ETF
Deutsche X-trackers MSCI Mexico Equity ETF
Deutsche X-trackers MSCI South Korea Hedged Equity ETF
Deutsche X-trackers MSCI Germany Hedged Equity ETF
Deutsche X-trackers MSCI Japan Hedged Equity ETF
Deutsche X-trackers MSCI Europe Hedged Equity ETF
Deutsche X-trackers MSCI United Kingdom Hedged Equity ETF
Deutsche X-trackers MSCI Eurozone Hedged Equity ETF
Deutsche X-trackers MSCI All World ex US Hedged Equity ETF
Deutsche X-trackers High Yield Corporate Bond - Interest Rate Hedged ETF
Deutsche X-trackers Investment Grade Bond - Interest Rate Hedged ETF
Deutsche X-trackers Emerging Markets Bond - Interest Rate Hedged ETF
Deutsche X-trackers Dow Xxxxx Hedged International Real Estate ETF
Deutsche X-trackers Solactive Investment Grade Subordinated Debt ETF
Deutsche X-trackers S&P Hedged Global Infrastructure ETF
Deutsche X-trackers Japan Nikkei 400 ETF
Deutsche X-trackers Japan Hedged Nikkei 400 ETF
Deutsche X-trackers iBoxx Contingent Convertible Bond ETF
