0000088053-19-000901 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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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 26th, 2019 • DBX ETF Trust • New York

Agreement made as of January 31, 2011 and amended as of May 24, 2017, between DBX ETF TRUST (the “Company”), a Delaware statutory trust, and DBX ADVISORS LLC (the “Adviser”), a Delaware limited liability company.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • September 26th, 2019 • DBX ETF Trust

This Second Amendment (the "Amendment") is entered into as of the date of the last signature below, and effective upon the compliance deadline for each of the new regulatory requirements contemplated by this Amendment, made by and between DBX ETF Trust (the "Trust") (on behalf of each "Fund" listed on Exhibit A to the Agreement), and THE BANK OF NEW YORK MELLON ("BNY Mellon") (the Trust and BNY Mellon together, "the Parties" ).

CAPITAL GAINS TAX REPORTING SERVICE AGREEMENT
Tax Reporting Service Agreement • September 26th, 2019 • DBX ETF Trust • New York

The Bank of New York Mellon (hereinafter “BNYM”) and DBX ETF Trust (the “Trust”) on behalf of each of its funds set forth on Appendix II hereto, as amended, modified or supplemented from time to time by written agreement of the parties (each, hereinafter, a “Fund” and together “Funds”).

AMENDMENT TO
Fund Administration and Accounting Agreement • September 26th, 2019 • DBX ETF Trust

This Amendment, dated as of May 16, 2018, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNY Mellon”) who are parties to the Fund Administration and Accounting Agreement dated January 31, 2011 (the “Agreement”).

AMENDMENT TO
Transfer Agency and Services Agreement • September 26th, 2019 • DBX ETF Trust

This Amendment, dated as of May 16, 2018, by and between DBX ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNYM”) who are the parties to the Transfer Agency and Services Agreement dated January 31, 2011 (the “Agreement”).

AMENDMENT 5
5 • September 26th, 2019 • DBX ETF Trust

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • September 26th, 2019 • DBX ETF Trust

This Amendment, dated as of May 16, 2018, 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”).

DBX ADVISORS LLC
DBX ETF Trust • September 26th, 2019

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.

DBX ADVISORS LLC
DBX ETF Trust • September 26th, 2019

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 0.50%. 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.

AMENDED AND RESTATED SUPPLEMENT TO THE GLOBAL CUSTODY AGREEMENT HONG KONG - CHINA - STOCK CONNECT SERVICE
DBX ETF Trust • September 26th, 2019

This Letter relates to the Hong Kong - China - Stock Connect Service (as the same is defined in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service between Shanghai Stock Exchange, Shenzhen stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange' s clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to securities (China Connect Securities) listed and traded on a China Connect Market via the China Connect Service.

FIRST AMENDMENT
Administration and Accounting Agreement • September 26th, 2019 • DBX ETF Trust • New York

This FIRST AMENDMENT (‘‘First Amendment”) is entered into as of the date of the last signature below (the “First Amendment Effective Date”), between DBX ETF Trust, a Delaware statutory trust, (on behalf of each “Fund” listed on Exhibit A to the Agreement), and the Bank of New York Mellon, a bank organized under the laws of the state of New York (the “BNYM”).

AMENDMENT TO
Foreign Custody Manager Agreement • September 26th, 2019 • DBX ETF Trust

This Amendment, dated as of May 16, 2018, by and between DBX ETF Trust (the ''Trust”) and The Bank of New York Mellon. (“BNYM”) who are parties to the Foreign Custody Manager Agreement dated January 31, 2011 (the “Agreement”).

DBX ETF TRUST
DBX ETF Trust • September 26th, 2019

This Letter relates to the mutual bond market access between People’s Republic of China and the Hong Kong Special Administrative Region. This service applies to bonds traded on the China Interbank Bond Market (China Connect Bonds) and allows foreign investors to access and trade such China Connect Bonds pursuant to approval of Bond Connect Company Limited (BCCL), which is the joint venture between Hong Kong Exchange and Clearing Limited and China Foreign Exchange Trade System & National Interbank Funding Centre (CFETS) (Bond Connect).

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